Lenovo 2014 Annual Report Download - page 57

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2013/14 Annual Report Lenovo Group Limited
Board and Board Committees’ Evaluation
The Board is aware of the importance of continually
assessing its own performance in support of the
leadership of the Group. The Board has established a
formal process, led by the Nomination and Governance
Committee, for the annual evaluation of the performance
of the Board and Board Committees, to ensure that they
continue to act effectively and efficiently and to fulfill their
respective duties.
The Board conducted the first formal evaluation of its
own performance and that of its Committees in fiscal year
2012/13. The aim of the evaluation was to capture open
and constructive feedback from Board members that
would:
• Provide insights into the effectiveness of the Board and
Board Committees; and
• Determine areas within the Board and Board
Committees where additional competence is needed.
The key themes were identified and form the basis of the
action plan from 2012/13 Board and Board Committees’
evaluation as follow:
• Enhancing the relationship between the Board and
senior management following changes in Board
composition during the year;
• Enhancing succession planning for key Board
positions;
• Ensuring that an appropriate balance of skills,
experience and diversity on the Board is maintained;
and
• Ensuring the Board staying abreast of issues and
trends affecting the Company, and use this information
to assess and guide the Company’s performance both
year-to-year and in the long-term.
BOARD AND BOARD COMMITTEES’
EVALUATION PROCESS
MONITOR AND FOLLOW-UP MEETINGS
• Monitoring the progress of the implementation or action
taken semi-annually
• Reporting back to the Board on the progress by
Nomination and Governance Committee
DISCUSSION AND REVIEW OF EVALUATION
RESULTS
• Preparing the draft results report
• Discussion of the draft results report between the Lead
Independent Director and the chairpersons of Audit
Committee and Compensation Committee
• Review of the results report by the Nomination and
Governance Committee
• Finalizing the results report
• Reporting to the Board in a manner that did not identify
individuals’ specific responses, ensuring that these
responses could be as open, frank and informative as
possible
• Following review of the results, the Board drew
conclusions and agreed proposed implementation or
action plan
EVALUATION APPROACH
• Conducted by completing a comprehensive
questionnaire covering the following areas:
– Role and responsibilities
– Composition and structure
– Board conduct
– Board contribution
– Relationship with management
– Relationship with shareholders
– Board Committees
DETERMINE THE SCOPE OF EVALUATION
• Board and Board Committees