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2008/09 Annual Report Lenovo Group Limited
41
Compensation Committee
Membership
All members of the Compensation Committee (defined as “Committee” in this section) are non-executive directors, the
majority of whom are independent non-executive directors. The current members are Mr. William O. Grabe (Committee
Chairman), Professor Woo Chia-Wei and Mr. Ting Lee Sen with Ms. Ma Xuezheng and Mr. Zhu Linan appointed as
observers on May 23, 2007 and May 21, 2009 respectively.
Responsibilities and summary of work
The Committee is responsible for considering and recommending to the Board the Company’s compensation policy,
including its long-term incentive policy. It is also responsible for the determination of the compensation level and
package paid to the Chairman of the Board, CEO and other directors and senior management. The Committee is
authorized to obtain outside independent professional advice to support its function.
In the year ended March 31, 2009, the Committee held nine meetings in which the following activities were resolved
to be undertaken:
• Approval of 2005/06 LTI PSU and 2007/08 LTI Performance RSU payout recommendations
• Approval of changes in respect of 2008/09 bonus and LTI plans and 2009/10 LTI plan design
• Review of 2008/09 employee bonus plan
• To submit 2008/09 non-executive director pay recommendation by independent consultant for the Board’s
approval
• Approval of 2008/09 pay recommendations and 2007/08 actual bonus payouts for senior management including
the Chairman of the Board and the CEO
• Approval of additional 2008/09 LTI budget and 2009/10 merit and LTI budget
• Approval of 2009/10 LTI grants to senior management
• Approval of severance package to ex-CEO
• Approval of 2009/10 compensation package for the President and COO
• To conduct market and compliance review
• To agree upon the 2008/09 annual compensation committee planning calendar
No director or any of his associates has been involved in deciding his/her own compensation.
Strategy Committee
Membership
The Strategy Committee (defined as “Committee” in this section) currently comprises Mr. Liu Chuanzhi (Committee
Chairman), Mr. Yang Yuanqing, Mr. James G. Coulter and Mr. William O. Grabe with Ms. Ma Xuezheng acting as an
observer since May 23, 2007. Concurrent with the changes in Board composition on February 5, 2009 as specified
in the above section headed “The Board”, Mr. Liu was nominated Chairman in place of Mr. Yang with effect from the
same date.
Responsibilities and summary of work
The Committee is responsible for assisting the Board in determining the vision, the long-term strategy and
intermediate targets for the Company and reviewing the annual targets of the Company. The Committee is also
responsible for the assessment of the performance of the Chairman of the Board and the CEO and making proposals
to the Compensation Committee.
The Committee met four times during the year to review the business performance and business strategy of the
Group and it also assessed the performance of ex-Chairman and ex-CEO for 2007/08.