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75
2013/14 Annual Report Lenovo Group Limited
COMPENSATION COMMITTEE REPORT
THE COMPENSATION COMMITTEE
The compensation committee (defined as “Committee” in this section) of the board of directors (the “Board”) of
Lenovo Group Limited (the “Company”) as at the date of this annual report is comprised of five members, all of whom
are non-executive directors of the Company (the “Non-executive Directors”) and majority of whom including the
Committee chairman are independent non-executive directors of the Company (the “Independent Non-executive
Directors”).
The members who held office during the year and up to the date of this annual report are:
Chairman Ms. Ma Xuezheng Independent Non-executive
Director
(appointed as Committee chairman on
November 7, 2013)
Member Mr. Ting Lee Sen Independent Non-executive
Director
Member Mr. William Tudor Brown Independent Non-executive
Director
(appointed as a member on May 23,
2013)
Member Mr. William O. Grabe Independent Non-executive
Director and Lead Independent
Director
(ceased to act as Committee
chairman but remains as a member on
November 7, 2013)
Member Mr. Zhu Linan Non-executive Director (ceased to act as an observer and
appointed as a member on November
7, 2013)
TERMS OF REFERENCE
The Committee is responsible for considering (i) the Company’s structure and aggregate value of compensation
programs for Chairman of the Board, CEO, other Directors and senior management; and (ii) the establishment of a
formal and transparent procedure for developing policy on compensation. It is also responsible for the determination of
the compensation level and package paid to the Chairman of the Board, CEO, other Directors and senior management
and reviewing the recommendation from independent consultant on the compensation of Non-executive Directors. The
Committee shall ensure that no Director is involved in deciding his or her own individual compensation. The Committee
is authorized to obtain outside independent professional advice to support its function.
SUMMARY OF WORK DONE
In the fiscal year ended March 31, 2014, the Committee held four meetings. The attendance record of the Committee’s
members is set out in the Corporate Governance Report on page 54.
During the year, the Committee:
Review of Company and Market Information
• Reviewed the analysis and the recommendations of an independent consultant on the FY2013/14 Non-executive
Directors’ compensation package; the Non-executive Director Stock Ownership Guidelines and the Lead
Independent Director Pay and submitted the same to the Board for approval
• Reviewed the bonus update of the Chairman and CEO for FY2012/13
• Reviewed the market data and relevant trends for mobile and internet-related businesses and the broader
technology industry
• Reviewed the market positioning for the compensation of CEO and senior management