Lenovo 2016 Annual Report Download - page 51

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2015/16 Annual Report Lenovo Group Limited
CHAIRMAN
Mr. Yang Yuanqing
LEAD INDEPENDENT DIRECTOR
Mr. William O. Grabe
CHIEF EXECUTIVE OFFICER
Mr. Yang Yuanqing
NON-EXECUTIVE DIRECTORS
Independent non-executive directors:
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, Mr. Zhao John Huan and
Mr. Gordon Robert Halyburton Orr
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
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
provides 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
formulates and recommends the strategy of the
Group to the Board
executes the strategy agreed by the Board
makes and implements operational decisions and
manages the business day-to-day
leads the business and the management team
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
monitor 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
LEADERSHIP
Board Roles
As of the date of this annual report, there are eleven Board members consisting of one executive director,
three non-executive directors and seven independent non-executive directors. 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 Company and its
subsidiaries (collectively the “Group”). A summary of responsibilities of leadership of the Company and
those of the Lead Independent Director is given in the diagram below.