Lenovo 2016 Annual Report Download - page 65

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2015/16 Annual Report Lenovo Group Limited
Remuneration of Directors and Senior Management
A formal and transparent procedure for fixing the remuneration packages of directors and senior
management is in place. Details of remuneration policies and other relevant information are set out in the
Compensation Committee Report of this annual report on pages 106 to 116.
Company Secretary
The Company Secretary, Mr. Mok Chung Fu, Eric is responsible for facilitating the Board process, as well
as communications among Board members with shareholders and management. During the year, the
Company Secretary undertook appropriate professional training to update his skills and knowledge.
EFFECTIVENESS
Board’s Responsibilities and Delegation
The Group is controlled through the Board who is responsible for steering the success of the Group by
overseeing the overall strategy and directing and supervising its affairs in a responsible and effective
manner. The Board also sets the Group’s core values and adopts proper standards to ensure that the
Company operates with integrity and complies with the relevant rules and regulations.
The Company has a formal schedule of matters specifically reserved to the Board and those delegated
to management. The management is responsible for the daily operations and administration function of
the Group under the leadership of the CEO. The Board has given clear directions to management as to
the matters that must be approved by the Board before decisions are made on behalf of the Company
or entering into any commitments on behalf of the Group. The types of decisions to be delegated by
the Board to management include implementation of the strategy and direction determined by the
Board, operation of the Group’s businesses, preparation of financial statements and operating budgets,
and compliance with applicable laws and regulations. These arrangements will be reviewed periodically
to ensure that they remain appropriate to the Company’s needs. A list of senior management and their
biographies are set out on pages 143 to 144 of this annual report.
Key Matters Reserved to the Board
Group strategy and management Financial
• formulation of the Group’s strategy and long
term objectives
• approval of changes to capital structure
• approval of major capital and equity
transactions
• approval of major disposals and acquisitions
• approval of the Group’s financial statements
and results announcements
• recommendation on appointment or
reappointment of external auditor
• recommendation or declaration of dividend
• monitoring the Group’s businesses against
plan and budget
Board membership and committees Corporate governance
• appointment to the Board
• setting of terms of reference of Board
committees
• review the performance of the Board and its
committees
• approval of shareholder communication,
circular and notices of meetings
• review sustainability practices of the Group
• review and approval of certain Group
policies, for example, Board Diversity
Policy, Continuous Disclosures Policy and
Shareholders Communication Policy