Lenovo 2010 Annual Report Download - page 35

2009/10 Annual Report Lenovo Group Limited
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BOARD COMMITTEES
The Company has preserved four board committees (“Board Committees”) with defined terms of reference (which
are available upon written request to the Company Secretary) – Audit Committee, Compensation Committee,
Strategy Committee and Governance Committee. The terms of reference of Audit Committee and Compensation
Committee reference those set out in the CG Code prevailing from time to time.
Should need arise, the Board will authorize an independent board committee comprising the independent non-
executive directors to review, approve and monitor connected transactions (including continuing connected
transactions) that should be approved by the Board.
Minutes of committee meetings are circulated to members of the relevant Board Committees for comment and are
open for inspection by any director.
The following lists out the membership, responsibilities and the summary of work that each Board Committee
performed on behalf of the Board during the financial year:
Audit Committee
Membership
All members of the Audit Committee (defined as “Committee” in this section) are non-executive directors, the
majority of which including the Committee Chairman are independent non-executive directors. The members
during the year were Professor Woo Chia-Wei, Mr. Ting Lee Sen, Mr. John W. Barter III, Ms. Ma Xuezheng and
Mr. Nicholas C. Allen. Mr. Barter resigned as Committee Chairman concurrent with his resignation as director
of the Company effective on February 4, 2010. In substitute, Mr. Allen who was appointed a member of the
Committee on November 6, 2009 was elected Committee Chairman with effect from February 4, 2010.
The Committee members possess diversified industry experience and the Chairman has the accounting or
related financial management expertise.
Responsibilities and summary of work
The Committee is responsible for assisting the Board in providing an independent review of the financial
statements and internal control system. It acts in an advisory capacity and makes recommendations to the
Board. The Committee meets with external auditor and management of the finance and internal audit functions of
the Company at least four times a year at quarterly interval and is authorized to obtain independent professional
advice to support its function. In each of these regular meetings, a separate executive session was arranged
for the Committee to meet with external auditor, Internal Auditor and General Counsel in the absence of
management to discuss matters relating to any issues arising from the audit and any other matters such persons
would like to raise.
The Committee met four times during the year and has performed the following duties:
• Review of the accounting principles and practices adopted by the Group
• Review of the financial reporting matters including the quarterly, interim and annual financial statements,
announcements, interim report and annual report before submission to the Board for approval
• Discussion of yearly internal audit plan of the Group and quarterly review of internal audit and business control
• Discussion of yearly audit plan of the Group and review of quarterly external audit progress report
• Review of enterprise risk management
• Overview of group’s tax model
• Review of non-audit services provided by external auditor
• Review of continuing connected transactions of the Group
• Recommendation on re-appointment of external auditor