1. 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
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 | |
- Report on 1Q19 business report | Reported | - | - | - | ||||
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 | |
- Report on 2Q19 business report | Reported | - | - | - | ||||
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 | 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
|
- |
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
|
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
|
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.
Committees | Activities | Outside Director | |||||
---|---|---|---|---|---|---|---|
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 |
- 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 | - | - | - | ||
- 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 | - | - | - | ||
- 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 |
2. Approval of long-term incentive evaluation results of executives | Approved | ○ | ○ | ○ | |||
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 | ○ | ○ | ○ | ||
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
Business Year | Independent Auditor | Audit opinion | Mistakes or faults found |
---|---|---|---|
2019 | Samjong KPMG (Consolidated) | Unqualified | None |
Samjong KPMG (Separate) | Unqualified | None | |
2018 | Samjong KPMG (Consolidated) | Unqualified | None |
Samjong KPMG (Separate) | Unqualified | None | |
2017 | Samjong KPMG (Consolidated) | Unqualified | None |
Samjong KPMG (Separate) | Unqualified | None |