Lenovo 2015 Annual Report Download - page 69

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2014/15 Annual Report Lenovo Group Limited
Board and Board Committees’ Effectiveness
Review
Review process
The Board is aware of the importance of continually
assessing its own performance in support of the
leadership of the Group. The Board has established a
formal process, led by the Nomination and Governance
Committee, for the annual evaluation of the performance
of the Board and Board Committees, to ensure that they
continue to act effectively and efficiently and to fulfill
their respective duties.
The objectives of the evaluation were to build on the
improvements made since the last evaluation, thereby
improving the collective contribution of the Board as a
whole and also the competence and effectiveness of
each individual director.
Mr. Grabe, the Lead Independent Director, is
delegated with authority to take a key role in the Board
evaluation process. Mr. Grabe, in consultation with
the Chairman and supported by the General Counsel
and the Company Secretary, compiled and circulated
a comprehensive questionnaire for completion by
all directors, the aim of which was to evaluate the
performance and effectiveness of the Board and its
Committees.
The questionnaire considered:
• Board processes and their effectiveness
• Time management of Board meetings
• Board composition and dynamics
• Strategic and operational oversight
• Succession planning
• Board support
Following the completion of the questionnaire by
each director, Mr. Grabe discussed the draft results
report with the chairpersons of Audit Committee and
Compensation Committee. The process took place
between November 2014 and February 2015.
DETERMINE THE SCOPE OF
EVALUATION
• Board and Board Committees
EVALUATION APPROACH
• Conducted by completing a comprehensive
questionnaire covering the following areas:
– Roles and responsibilities
– Composition and structure
– Board conduct
– Board contribution
– Relationship with management
– Relationship with shareholders
– Board Committees
DISCUSSION AND REVIEW OF
EVALUATION RESULTS
• Preparing the draft results report
• Discussion of the draft results report between the Lead
Independent Director and the chairpersons of Audit
Committee and Compensation Committee
• Review of the results report by the Nomination and
Governance Committee
• Finalizing the results report
• Reporting to the Board in a manner that did not identify
individuals’ specific responses, ensuring that these
responses could be as open, frank and informative as
possible
• Following review of the results, the Board drew
conclusions and agreed proposed implementation or
action plan
MONITOR AND FOLLOW-UP
MEETINGS
• Monitoring the progress of the implementation or action
taken semi-annually
• Reporting back to the Board on the progress by
Nomination and Governance Committee
BOARD AND BOARD COMMITTEES’
EFFECTIVENESS REVIEW PROCESS