Lenovo 2013 Annual Report Download - page 72

Download and view the complete annual report

Please find page 72 of the 2013 Lenovo annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 188

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188

COMPENSATION COMMITTEE REPORT
Lenovo Group Limited 2012/13 Annual Report
70
THE COMPENSATION COMMITTEE
The compensation committee (defined as “Committee” in this section) of the board of directors (the “Board”) of Lenovo
Group Limited (the “Company”) as at the date of this annual report is comprised of four members, all of whom are
non-executive directors of the Company (the “Non-executive Directors”) and majority of whom including the Committee
chairman are independent non-executive directors of the Company (the “Independent Non-executive Directors”).
The members who held office during the year and up to the date of this annual report are:
Chairman Mr. William O. Grabe Independent Non-executive Director
Member Mr. Ting Lee Sen Independent Non-executive Director
Member Ms. Ma Xuezheng Non-executive Director
Member Mr. William Tudor Brown Independent Non-executive Director (appointed on May 23, 2013)
Observer Mr. Zhu Linan Non-executive Director
Member Professor Woo Chia-Wei Independent Non-executive Director (resigned on July 3, 2012)
TERMS OF REFERENCE
The Committee is responsible for considering and making
recommendation to the Board on (i) the Company’s
structure and aggregate value of compensation programs
for Chairman of the Board, CEO and other Directors
and senior management; (ii) the compensation of the
Non-executive Directors; and (iii) the establishment of a
formal and transparent procedure for developing policy on
compensation. 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 shall ensure that no
Director is involved in deciding his or her own individual
compensation. The Committee is authorized to obtain
outside independent professional advice to support its
function.
SUMMARY OF WORK DONE
In the fiscal year ended March 31, 2013, the Committee
held four meetings. The attendance record of the
Committee’s members is set out in the Corporate
Governance Report on page 51.
During the year, the Committee:
Review of Company and Market Information
• Reviewed the performance of the Company in
FY2011/12 and market compensation update for
executive
• Reviewed the analysis and the recommendation
of an independent consultant on the FY2012/13
Non-executive Directors’ compensation package and
submitted the same to the Board for approval
• Reviewed the Company’s total pay analysis
• Reviewed the Company’s pay competitiveness with
market
• Reviewed executive incentive plan
Compensation Program
• Reviewed and approved the FY2011/12 bonus
payments and FY2012/13 compensation for senior
management
• Reviewed and approved the FY2011/12 bonus
payments and FY2012/13 compensation for Chairman
of the Board and CEO
• Reviewed and approved the updated bonus plan
design
• Reviewed and approved the compensation
arrangements relating to retirement of Director
• Reviewed and approved FY2012/13 annual long-term
incentive program (“LTI Program”) awards for senior
management
• Reviewed and approved FY2012/13 annual LTI
Program awards for Chairman and CEO
• Reviewed and approved FY2013/14 LTI Program
budget and timing change
• Reviewed and approved the compensation of Board
observer