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CORPORATE GOVERNANCE REPORT
Lenovo Group Limited 2012/13 Annual Report
50
Audit Committee
The Audit Committee is authorised by the Board to perform its duties within its terms of reference. Details of the Audit
Committee, including its membership, terms of reference and work done during the fiscal year 2012/13, are summarized
in the Audit Committee Report as stated on pages 66 to 69 of this annual report.
Compensation Committee
The Compensation Committee is authorised by the Board to perform its duties within its terms of reference. Details
of the Compensation Committee, including its membership, terms of reference and work done during the fiscal year
2012/13, are summarized in the Compensation Committee Report as stated on pages 70 to 79 of this annual report.
Nomination and Governance Committee
Membership
The Nomination and Governance Committee (defined as “Committee” in this section) is currently composed of Mr.
Yang Yuanqing (Committee Chairman), Mr. Nobuyuki Idei and Mr. William O. Grabe.
Responsibilities
The Committee is to assist the Board in overseeing Board organization, developing its corporate governance principles
and policy, and assessing the independence of non-executive directors. The Committee is also responsible for making
recommendation to the Board on succession planning for directors and CEO, assessment of the performance of the
Chairman and/or CEO and making proposals to the Compensation Committee. The chairman of the Committee will not
chair the committee meeting if it is dealing with the appointment of a successor to the Chairman.
Summary of work done
During the year ended March 31, 2013, the Committee held three meetings in which the following activities were
considered and/or resolved:
• Overseeing the process for identifying and making recommendations to the Board regarding the appointments of
Mr. William Tudor Brown as independent non-executive director and Mr. Chih-Yuan (Jerry) Yang as Board Observer
• Review of and recommendations to the Board in relation to the structure, size and composition of the Board
including the diversity and balance of skill, knowledge and experience of the directors
• Overseeing the process of the Board and Board Committees’ evaluation including review and recommendation to
the Board for follow up actions
• Review of and recommendation to the Board for adoption of continuous disclosure policy
• Assessment of the performance of the Chairman and CEO for fiscal year 2011/12 and recommendation to the
Compensation Committee
• Review of and recommendation to the Board for adoption of Diversity Policy on May 22, 2013