Lenovo 2014 Annual Report Download - page 54

Download and view the complete annual report

Please find page 54 of the 2014 Lenovo annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 199

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190
  • 191
  • 192
  • 193
  • 194
  • 195
  • 196
  • 197
  • 198
  • 199

52 Lenovo Group Limited 2013/14 Annual Report
CORPORATE GOVERNANCE REPORT
AUDIT COMMITTEE
The Audit Committee is authorised by the Board to perform its duties within its terms of reference. Details of the
Audit Committee, including its membership, terms of reference and work done during the fiscal year 2013/14, are
summarized in the Audit Committee Report as stated on pages 69 to 74 of this annual report.
COMPENSATION COMMITTEE
The Compensation Committee is authorised by the Board to perform its duties within its terms of reference. Details
of the Compensation Committee, including its membership, terms of reference and work done during the fiscal year
2013/14, are summarized in the Compensation Committee Report as stated on pages 75 to 85 of this annual report.
NOMINATION AND GOVERNANCE COMMITTEE
Membership
The Nomination and Governance Committee (defined as “Committee” in this section) of the Board of the Company as
at the date of this annual report, is comprised of three members including Mr. Yang Yuanqing (Committee Chairman)
and two independent non-executive directors, Mr. Nobuyuki Idei and Mr. William O. Grabe.
Responsibilities
The Committee is responsible for reviewing the Board composition of the Board and Board committees to ensure they
are properly constituted and balance in terms of skills, experience and diversity. In addition to this, it is also responsible
for:
• Making recommendation to the Board on succession planning for directors and CEO;
• Assessment of the performance of the Chairman and/or CEO and making proposals to the Compensation
Committee;
• Monitoring corporate governance issues and developments to ensure that the Company is in line with the
international best practices;
• Reviewing and determining the director induction and continuous professional development programs; and
• Reviewing and monitoring the annual Board and Board committees’ evaluation and the progress of the
implementation actions.
Key features
• The Committee’s terms of reference which clearly deal with its membership, authority, duties and frequency of
meetings are published on the websites of the Company and the HKEx.
• The Committee is provided with sufficient resources to perform its duties.
• The Committee is authorised to obtain outside legal or other independent professional advice in performing its
duties at the Company’s expense. No request was made by any member for such advice during the year.
• General Counsel and Company Secretary are invited to attend the Committee meetings in order to provide insight
and enhance the Committee’s awareness of corporate governance issues and developments.
• The chairman of the Committee being also the Chairman and CEO, is required to excuse himself from the agenda
items relating to succession planning of the Chairman and/or CEO and the assessment of performance of the
Chairman and/or CEO.