Lenovo 2015 Annual Report Download - page 50

48 Lenovo Group Limited 2014/15 Annual Report
CORPORATE GOVERNANCE REPORT
Division of Responsibilities
The Board has a coherent framework with clearly defined responsibilities and accountabilities designed to safeguard
and enhance long-term shareholder value and provide a robust platform to realise the strategy of the Group. A
summary of responsibilities of leadership of the Company and those of Lead Independent Director is given in the
diagram below.
LEAD INDEPENDENT DIRECTOR
Mr. William O. Grabe
• chairs the Nomination and Governance Committee
meeting and/or the Board meeting when considering (i) the
combined roles of Chairman and CEO; (ii) assessment of the
performance of Chairman and/or CEO
• calls and chairs meeting(s) with all independent non-
executive directors at least once a year on such matters
as are deemed appropriate and provide feedbacks to
Chairman and/or CEO
• serves a key role in the Board evaluation process
• responds directly to shareholders and other stakeholders
questions and comments that are directed to the Lead
Independent Director or to the independent non-executive
directors as a group, when appropriate
• if requested by major shareholders, ensures that he is
available, when appropriate, for consultation and direct
communication
• performs other duties as the Board may designate
CHIEF EXECUTIVE OFFICER
Mr. Yang Yuanqing
• formulates and recommends the strategy of the Group to
the Board
• executes the strategy agreed by the Board
• makes and implements operational decisions and managing
the business day-to-day
• leads the business and the management team
CHAIRMAN
Mr. Yang Yuanqing
• leads the Board in the determination of its strategy and in
the achievement of its objectives
• provides leadership and manages the Board to ensure that
all directors are properly briefed on issues arising at Board
meetings and receive adequate, complete and reliable
information in a timely manner
• approves the Board’s agenda, taking full account of the
issues and concerns of Board members. Board agendas
are structured to allow adequate and sufficient time for the
discussion of the items on the agenda, in particular, strategic
matters
• facilitates and encourages active engagement of Board
members, particularly on matters of the Group’s strategy
or other major proposals, by drawing on directors’ skills,
experience and knowledge
• ensures good corporate governance practices and
procedures are established and effective communication
with shareholders and other stakeholders
NON-EXECUTIVE DIRECTORS
Independent non-executive directors:
Mr. Ting Lee Sen, Dr. Tian Suning, Mr. Nicholas C. Allen,
Mr. Nobuyuki Idei, Mr. William O. Grabe, Mr. William Tudor
Brown, Ms. Ma Xuezheng and Mr. Yang Chih-Yuan Jerry
Non-executive directors:
Mr. Zhu Linan and Mr. Zhao John Huan
• participate in Board meetings to bring an independent
judgement to bear on issues of strategy, policy,
performance, accountability, resources, key appointments
and standards of conduct
• take the lead where potential conflicts of interests arise
• scrutinise the Group’s performance in achieving agreed
corporate goals and objectives, and monitoring performance
reporting
• make a positive contribution to the development of the
Group’s strategy and policies through independent,
constructive and informed comments
• engage with senior management and other relevant parties,
such as the external or internal auditors as well as the
Company’s legal department, to ensure that the various
concerns and issues relevant to the management and
oversight of the business and operations of the Company
and the Group are properly addressed