Board Evaluation

To enhance the accountability of the Board of Directors and strengthen confidence in corporate governance, Celltrion conducts a regular annual board evaluation once every year. The evaluation is conducted based on the best practice requirements of the Korea ESG Standards Institute (KCGS) using a quantitative assessment method that combines self-evaluation and external evaluation. The results are utilized as reference materials for improving board operations and enhancing institutional transparency.

The board evaluation consists of three frameworks: board evaluation, committee evaluation, and individual independent director evaluation. The board evaluation assesses the appropriateness of the Board, the expertise and independence of directors, and the systematic operation of board meetings, focusing on the composition, operation, and performance of the overall Board.

The committee evaluation reviews all committees under the Board, including the Audit Committee, Compensation Committee, and ESG Committee, through criteria reflecting the roles and functions of each committee to assess the appropriateness of operations and the effectiveness of activities. The individual independent director evaluation assesses each director's level of responsibility fulfillment based on participation, communication, understanding, contribution, and independence, thereby continuously strengthening the expertise and independence of the Board.

Board Evaluation System

Board Evaluation
Board Evaluation
Self-Evaluation 75%
Summary
Evaluation Cycle

1 Year

Evaluation Method

Quantitative Evaluation

Conducting Body

All Independent Directors

Criteria
Board Composition
  • Appropriateness of board size
  • Fulfillment of director qualifications
  • Independence of independent directors
Board Operation
  • 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

A

2025

A

2024

B

2023
Committee Evaluation
Committee Evaluation
  • Conducted for all committees under the Board
  • Composition of common and committee-specific evaluation items for each committee
Individual Director Evaluation
Individual Director Evaluation
  • Conducted for each independent director
  • Composition of evaluation items on participation, communication, understanding, contribution, and independence

Board Evaluation Results

The 2025 board evaluation was derived from a comprehensive assessment combining self-evaluation and external evaluation. The self-evaluation was conducted on a named basis, while the external evaluation was assessed based on the ESG rating provided by KCGS. The overall evaluation result recorded a total score of 94.4 out of 100, and based on the results, the Board is establishing improvement measures and action plans for overall board operations.

Evaluation Summary

(As of December 31, 2025)

Category Evaluation Item Score by Item (Points) Average Score (Points) Weight (%) Total Score (Points)
Self-Evaluation Board Composition 98.4 99.2 75 94.4
Board Operation 100.0
Board Performance 99.2
External Evaluation KCGS ESG Rating1) A 80.0 25

1) Differential scoring by rating grade (A+ to D): 100/80/60/40/20/0