Board Evaluation

To enhance the board’s accountability and strengthen confidence in governance, Celltrion conducts a regular annual evaluation of the Board of Directors. This evaluation is based on a quantitative method composed of a self-evaluation (75%) and external evaluation (25%), conducted in accordance with the best practice guidelines of the Korea Institute of Corporate Governance and Sustainability (KCGS). The results are used to improve board operations and ensure institutional transparency.

Board appraisal is structured across three dimensions: Board-level evaluation, committee evaluation, and individual independent director evaluation. The board-level evaluation assesses the composition, operation, and performance of the entire Board, including the appropriateness of its composition, the expertise and independence of directors, and the systematic management of board meetings. Committee evaluation covers all established committees, including the Audit Committee, Compensation Committee, and ESG Committee, and assesses the appropriateness of their operations and the effectiveness of their work based on the specific roles and responsibilities of each committee. Individual evaluation of independent directors is conducted based on criteria such as participation, communication, understanding, contribution, and independence, to ensure the continued expertise and independence of the Board.

Board Evaluation System

Board
Evaluation
Board Evaluation

Self-Evaluation

75%

Evaluation Summary
Evaluation Cycle

1Year

Evaluation Method

Quantitative Evaluation

Conducting Body

All Independent Directors

Evaluation Criteria
Board Composition
  • Appropriateness of board size
  • Fulfillment of director qualifications
  • Independence of independent directors
Board Operation
  • Conduct of meetings and provision of agenda materials
  • Completeness of agenda materials
  • Effectiveness and preparedness of board operations
  • Compliance with board regulations
Board Performance
  • Regularity of board meetings
  • Industry understanding of board members
  • Fairness and integrity in fulfilling board duties
+

External Evaluation

25%

Incorporation of KCGS ESG Rating

2022

B

2023

B

2024

A
Committee Evaluation
Committee Evaluation
  • Conducted for all committees under the Board
  • Evaluation consists of 4 items per committee (2 common items and 2 committee-specific items)
Individual Director Evaluation
Individual Director Evaluation
  • Conducted for each independent director
  • Evaluation consists of a total of 5 items: participation, communication, understanding, contribution, and independence

Board Evaluation Results

The 2024 board evaluation was calculated based on a combination of self-evaluation (75%) and external evaluation (25%). The self-evaluation was conducted on a named basis, and the external evaluation was derived from the ESG rating provided by KCGS. The overall evaluation score was 94.4 out of 100. Based on this result, the Board of Directors is developing improvement measures and action plans to enhance overall board activities.

Board Self-Evaluation Results

(Unit: Points)
98.2
100.0
99.0
99.2
Board Composition Board Operation Board Performance Overall

Overall Board Evaluation Results

Category Evaluation Criteria Evaluation Score(Points) Percentage(%)
Self-evaluation Self-evaluation score 99.2 75
External evaluation KCGS ESG rating1) 80.0 25
Total 94.4 100

1) Weighted scoring based on ESG grade (ranging from A+ to D): 100/80/60/40/20/0