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2009/10 Annual Report Lenovo Group Limited
34
CORPORATE GOVERNANCE
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 acting as observers (Mr. Zhu was appointed on May 21, 2009).
Responsibilities and summary of work
The Committee is responsible for considering and making recommendation to the Board on 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, 2010, the Committee held six meetings in which the following activities were
resolved to be undertaken:
• Approval of 2009/10 updated merit plan
• Submission of 2009/10 non-executive director pay recommendation by independent consultant for the Board’s
approval
• Approval of 2008/09 bonus payments and 2009/10 compensation for the direct reports of CEO and President
• Approval of 2008/09 bonus payment for CEO
• Approval and submission of 2009/10 pay design recommendations for CEO and Chairman of the Board to the
Board for approval
• Approval of 2009/10 core bonus plan design
• Approval and submission of the recommendation in respect of a senior management incentive plan to the
Board for approval
• Approval of 2009/10 LTI grant recommendations for the Chairman of the Board, CEO, President and CEO/
President’s direct reports, executive and employee
• Approval of 2010/11 LTI program budget
• Approval of 2010/11 bonus plan design
• Approval of 2009/10 and 2010/11 updated LTI budget
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.
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 five times during the year to review the business performance and business strategy of the
Group and it also assessed the performance of the ex-Chairman of the Board and CEO for 2008/09.