Lenovo 2014 Annual Report Download - page 40

38 Lenovo Group Limited 2013/14 Annual Report
CORPORATE GOVERNANCE REPORT
Division of Responsibilities
Clarity of the responsibilities of, and constructive working relationship amongst, Board members are critical factors
of the Board achieving its success. A summary of responsibilities of leadership of the Company and those of Lead
Independent Director is given in the diagram below.
Lead Independent Director
• chairs the Nomination and Governance Committee meeting
and/or the Board meeting when considering (a) the combined
roles of Chairman and CEO; (b) 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 stakeholder
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 directors may designate
Chairman
• 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
Chief Executive Officer
• 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
Non-executive Directors
• 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 and compliance departments, 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