Management Information

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Corporate Governance

1. Board Composition

Board Composition
Title	CEO	Executive Director	Outside Director
Name	CHOI BYUNG HWAN	LEE DONGHYUN	OH JOON	KIM SEHYOUNG	HWANG LEESEOK
Nationality	Korea	Korea	Korea	Korea	Korea
Note	Full-time, Chairman	Full-time	Part-time	Part-time	Part-time
Date of Appointment	Mar 27, 2019	Mar 27, 2019	Mar 31, 2018	Mar 30, 2018	Mar 27, 2019
Date of Term Expiration	Mar, 2022	Mar, 2022	Mar, 2021	Mar, 2021	Mar, 2022

2. BOD Activities

이사회 운영현황
No.	Date	Agenda	Results	Outside Directors				No. of Directors Attended
				PARK CHA SEOK	OH JOON	KIM SE HYOUNG	HWANG LEE SEOK
				Assent O
1	Feb 12, 2019	1. Approval of 2018 financial statements	Approved	○	○	○	Newly appointed in Mar, 2019	5
		2. Approval of 2018 business report	Approved	○	○	○
		3. Approval of limit of guarantee for an affiliate's obligation	Approved	○	○	○
		4. Amendment of internal accounting management regulation	Approved	○	○	○
		- Report on operation status of internal accounting management system	Reported	-	-	-
2	Mar 12, 2019	1. Convocation of the 20th general shareholders’ meeting	Approved	○	○	○		5
		2. Introducing the electronic voting system of the 20th general shareholders' meeting	Approved	○	○	○
		3. Amendment of the executive regulation	Approved	○	○	○
		- Report on assessment of operation status of internal accounting management system	Reported	-	-	-
		- Report on the result of compliance review	Reported	-	-	-
3	Mar 27, 2019	1. Appointment of CEO	Approved	Term Expired	○	○	○	5
		2. Appointment of BOD’s chairman	Approved		○	○	○
		3. Appointment of Remuneration Committee member	Approved		○	○	○
		4. Establishment of Independent Director Candidate Recommendation committee and legislation of its regulation	Approved		○	○	○
		5. Establishment of Internal Transactions Committee and legislation of its regulation	Approved		○	○	○
4	May 10, 2019	1. Appointment of a compliance manager for fair trade	Approved		○	○	○	6
4	May 10, 2019	- Report on 1Q19 business report	Reported		-	-	-	6
5	Jul 4, 2019	1. Transfer of ScreenX Business to CJ 4DPLEX	Approved		○	○	○	5
6	Aug 8, 2019	1. Amendment of compliance guideline	Approved		○	○	○	5
6	Aug 8, 2019	- Report on 2Q19 business report	Reported		-	-	-	5
7	Nov 7, 2019	- Report on 3Q19 business report	Reported		-	-	-	5
8	Nov 18, 2019	1. Disposal of stocks of CJ CGV Vietnam Holdings Co., Ltd.	Approved		○	○	○	5
		2. Disposal of stocks of PT Graha Layar Prima TBK.	Approved		○	○	○
		- Report on attracting external capital using stakes in overseas subsidiary	Reported		-	-	-
9	Dec 12, 2019	1. Approval of transactions between company and executives	Approved		○	○	○	5
		2. Approval of limit of guarantee for an affiliate's obligation	Approved		○	○	○
		- Report on the result of attracting external capital using stakes in overseas subsidiary	Reported		-	-	-

3. Committees

Committees
Committees	Composition	Members	Objective and Authority	Note
Audit Committee	3 Independent Directors	HWANG LEESEOK (Chairman) (Date of Appointment Mar 27, 2019 / 3-Year Term)	□ Objective: Audits the accounting and operations of the directors □ Authority: Audits and investigates the business of the company	-
		OH JOON (Date of Appointment Mar 31, 2018 / 3-Year Term)
		KIM SEHYOUNG (Date of Appointment Mar 30, 2018 / 3-Year Term)
Remuneration Committee	2 Executive Directors 3 Independent Directors	CHOI BYUNG HWAN(Chairman), LEE DONGHYUN, HWANG LEESEOK, OH JOON, KIM SEHYOUNG	□ Objective: Secures fairness in evaluation of performance metrics for compensation policy and providing long-term incentives to executives □ Authority 1. Determines compensation policy for executives 2. Deliberates the appropriateness of the management of compensation system for executives and checks whether the executives are fairly and properly compensated 3. Determines the evaluation of executive performance indicators for long-term incentive 4. Deliberates other necessary matters delegated by the Board of Directors concerning compensation to executives	-
Independent Director Candidate Recommendation Committee	3 Independent Directors	OH JOON(Chairman), KIM SEHYOUNG, HWANG LEESEOK	□ Objective: Selects and recommends qualified candidates to be independent directors in order to maintain their independence □ Authority 1. Recommends candidates of independent directors 2. Deliberates necessary matters concerning the recommendation of candidates for independent directors	Newly-organized in Mar, 2019
Internal Transactions Committee	3 Independent Directors	KIM SEHYOUNG(Chairman), OH JOON, HWANG LEESEOK	□ Objective : Enhances corporate transparency and promotes fair transactions □ Authority 1. Reviews of transactions with affiliates and related parties that are required to be approved by the Board of Directors under the Fair Trade Act and the Commercial Act 2. Deliberates necessary matters recognized by the Board of Directors and committee concerning internal transactions	Newly-organized in Mar, 2019

※ Audit committees and compensation committees have been established and operated in accordance with articles of association and the respective committee's operation regulations. Independent director candidate recommendation committee and Internal transactions committee have been newly organized in Mar 2019.

Audit committees and compensation committees
Committees	Activities			Outside Director
Committees	Date	Agenda	Result	PARK CHA SEOK	OH JOON	KIM SE HYOUNG	HWANG LEE SEOK
Audit Committee	2019.02.12	1. Amendment of internal accounting management regulation	Approved	○	○	○	Newly appointed in Mar, 2019
	2019.02.12	- Report on 2018 financial statement and business report	Reported	-	-	-
	2019.03.11	- Meeting for an assessment of operation status of internal accounting management system	Reported	-	-	-
	2019.03.12	- Report on assessment of operation status of internal accounting management system	Reported	-	-	-
	2019.03.27	1. Appointment of Audit Committee’s chairman	Approved	Term Expired	○	○	○
	2019.05.10	- Report on audit plan for FY2019 and 1Q19 audit result	Reported		-	-	-
	2019.05.10	- Report on 1Q19 business report	Reported		-	-	-
	2019.08.08	1. Legislation of a regulation for an appointment of external auditor	Approved		○	○	○
		- Report on 2Q19 audit result	Reported		-	-	-
		- Report on 2Q19 business report	Reported		-	-	-
	2019.11.07	- Report on 3Q19 audit result	Reported		-	-	-
	2019.11.07	- Report on 3Q19 business report	Reported		-	-	-
	2019.12.18	1. Appointment of external auditor	Approved		○	○	○
Remuneration Committee	2019.03.12	1. Approval of 2019 annual salary adjustment for executives	Approved	○	○	○	Newly appointed in Mar, 2019
	2019.03.12	2. Approval of long-term incentive evaluation results of executives	Approved	○	○	○	Newly appointed in Mar, 2019
	2019.03.27	1. Appointment of Remuneration Committee’s chairman	Approved	Term Expired	○	○	○
Independent Director Candidate Recommendation Committee	2019.03.27	1. Appointment of Outside Director Candidate Recommendation Committee’s chairman	Approved	Term Expired	○	○	○
Internal Transactions Committee	2019.03.27	1. Appointment of Internal Transactions Committee’s chairman	Approved	Term Expired	○	○	○
	2019.07.04	1. Transfer of ScreenX Business to CJ 4DPLEX	Approved		○	○	○
	2019.11.18	1. Disposal of stocks of CJ CGV Vietnam Holdings Co., Ltd.	Approved		○	○	○
	2019.11.18	2. Disposal of stocks of PT Graha Layar Prima TBK	Approved		○	○	○
	2019.12.18	1. Approval of transactions between company and executives	Approved		○	○	○

4. Independent Auditor

Independent Auditor
Business Year	Independent Auditor	Audit opinion	Mistakes or faults found
2019	Samjong KPMG (Consolidated)	Unqualified	None
2019	Samjong KPMG (Separate)	Unqualified	None
2018	Samjong KPMG (Consolidated)	Unqualified	None
2018	Samjong KPMG (Separate)	Unqualified	None
2017	Samjong KPMG (Consolidated)	Unqualified	None
2017	Samjong KPMG (Separate)	Unqualified	None

ESG Evaluation Grade by KCGS (Korea Corporate Governance Service)
Evaluation Area	2016	2017	2018	2019	2020
Grade	B	B	B+	B+	A
Environment (Grade)	48 points(C)	5 points(D)	108 points(B)	31.5% (B)	30.9% (B)
Society (Grade)	124 points(B+)	110 points(B+)	106 points(B+)	40.2% (B+)	50.5% (A)
Governance (Grade)	72 points(C)	112 points(B+)	131 points(A)	49.0% (A)	55.0% (A)

Differences from Corporate Governance Criteria
Recommendation in the Criteria	Adoption
Letter vote system	Introduced
Composition of the BOD	Appointed independent directors over the majority
Establishment of the Remuneration Committee	Established
Establishment of the Audit Committee	Established (including a financial expert)
Establishment of the Independent Director Candidate Recommendation Committee	Established
Introduction of regulations for the operation and role of the BOD and subcommittees	Introduced
Directors' application to professional liability insurance	Insurance applied at company's expense
Disclosure on activities of the BOD and committees	On the website
Disclosure on the corporate governance evaluation grade	On the website
Explanation of differences from corporate governance criteria	On the website

Classification	2015	2016	2017	2018	2019
Total dividends (KRW in millions)	7,406	7,406	7,406	4,232	-
Type	Cash	Cash	Cash	Cash	-
Dividend per Share (KRW)	350	350	350	200	-
Payout Ratio (%)*	14.3	60	-527.9	-3.0	-
Dividend Yield (%)**	0.3	0.5	0.5	0.5	-

	FY2019
Date	Mar 25, 2020
Number of voting rights in attendance	11,922,580
The results by agenda	Agenda 1	Approval of 2019 financial statements	Assent	99.1%
	Agenda 1	Approval of 2019 financial statements	Dissent	0.9%
	Agenda 2	Approval of Director Remuneration Limit	Assent	99.6%
	Agenda 2	Approval of Director Remuneration Limit	Dissent	0.4%
Attendance rate excluding the largest shareholder and affiliates	17%
Dividend Yield	-

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IR

Management Information

Financial Highlights

Financial Infomation

Audit Reports

IR Activities and data

Disclosure

Announcement

Board of Directors

Corporate Governance

1. Board Composition

2. BOD Activities

3. Committees

4. Independent Auditor

1. ESG Evaluation Grade

2. Differences from Corporate Governance Criteria

3. Dividends

Dividend Policy

Detail in Dividend

4. Results of Annual General Meeting of Shareholders

Shareholder Proposal

Results of Annual General Meeting of Shareholders

CJ CGV 회사소개 및 정책