Board of Directors
CJ Logistics’ Board of Directors is composed of seven directors. Among them, three are inside directors including Representative Director and four are outside directors. CJ Logistics targets 51% of BOD members to be represented by outside directors so as to ensure check-and-balance and oversight by the BOD. On this basis, outside directors are appointed from among candidates recommended by Outside Director Candidate Recommendation Committee. In appointing a director, the Company does not tolerate discrimination based on gender, nationality, age, religion, ethnicity, origin, academic achievement and disability and strives to secure diversity and balance. As of June 2024, CJ Logistics’ Board of Directors has one female director.
Operation of Board of Directors
CJ Logistics’ Board of Directors upholds the principle of convening Board of Directors every month and extraordinary BOD when needed. BOD resolves matters stipulated in the laws and Articles of Incorporation, matters delegated by General Meeting of Shareholders and other major matters, and operates sub-committees to observe independent decision-making. Directors’ attendance rate in 2024 was 100%, which exceeded the lowest attendance rate of 80% as required by the BOD. Major resolution items and directors’ attendance are disclosed in the Company’s quarterly/half-year report, business report and Company website.
BOD Evaluation and Compensation
Activities of outside directors are evaluated with overall consideration into their attendance rate at Board of Directors and sub-committees, independence and contribution, and the evaluation results are reflected in their compensation and recommendation for re-appointment at Outside Director Candidate Recommendation Committee. Management’s activities are evaluated based on such quantitative indicators as sales revenue and operating income, etc. along with their key competency and contribution to the Company in an objective manner. Compensation policy for key management is designed to be aligned with the long-term interests of shareholders, and their compensation is transparently disclosed to the public. CEO is subject to variable compensation whose long-term incentive is calculated on the basis of actual sales revenue and operating income of the past two years vs. target and KPI. The incentive is then paid over a two-year period.
