Lenovo 2014 Annual Report Download - page 55

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2013/14 Annual Report Lenovo Group Limited
Main activities during FY2013/14
During the year ended March 31, 2014, the Committee
held two meetings in which the following activities were
considered and/or resolved:
Board and Board committees’ compositions
• Reviewed and recommended to the Board on
the structure, size and composition of the Board
including the diversity and balance of skill, knowledge
and experience of the directors.
• Considered and recommended changes to the Board
and Board Committee’s composition:
(i) appointment of Mr. Grabe as the Lead Independent
Director;
12%
15%
36%
15%
22%
Nomination and Governance Committee
Allocation of agenda time
Corporate Governance
matters
Board and Board
Committees composition
Assessment of
performance of the
Chairman and CEO and
succession planning
Board and Board
Committees’ evaluation
Others
(ii) re-designation of Ms. Ma as an independent non-executive director and her appointment as chairman of the
Compensation Committee in replace of Mr. Grabe;
(iii) appointments of Mr. William Tudor Brown and Mr. Zhu Linan as member of the Compensation Committee.
• Reviewed the progress against Board diversity targets and discussed and agreed a Diversity Policy, recommending
it to the Board for its approval.
Assessment of the performance of the Chairman and CEO and succession planning
• Assessed the performance of the Chairman and CEO for fiscal year 2012/13 and making recommendation to the
Compensation Committee.
• Reviewed the arrangement of same person acting as Chairman and CEO.
• Reviewed and discussed succession planning for the position of directors and review potential candidates for this
roles.
Corporate Governance
• Reviewed corporate governance disclosures in 2012/13 annual report and 2013/14 interim report.
• Reviewed and assessed the independence of independent non-executive directors and affirmed the Committee’s
view over their independence.
• Reviewed and discussed the induction and continuous development programs for the directors of the Company.
• Reviewed the policies and practices on corporate governance, and the compliance with legal and regulatory
requirements of the Group.
Board and Board Committees’ evaluation
• Oversaw the process of the Board and Board Committees’ evaluation for fiscal year 2013/14.
• Discussed and approved the proposed actions to be taken in response to the findings of 2012/13 Board and
Board Committees’ evaluation. The Committee also reviewed reports on the status of the action plan to monitor the
progress being made.
Performance and effectiveness
The Board undertook an annual review of its committees’ performance and effectiveness. The review concluded that
overall the Committee was effective in carrying out its duties. Details of the Board and Board Committees’ evaluation
process can be found under “Board and Board Committees’ Evaluation” as set out in this report on pages 55 to 56.