Lenovo 2009 Annual Report Download - page 38

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CORPORATE GOVERNANCE
2008/09 Annual Report Lenovo Group Limited
36
CORPORATE GOVERNANCE PRACTICES
The Board of Directors (the “Board”) and the management of the Company strive to attain and uphold a high standard
of corporate governance and to maintain sound and well-established corporate governance practices for the interest
sake of shareholders, customers and staff.
The Company abides strictly by the governing laws and regulations of the jurisdictions where it operates and observes
the applicable guidelines and rules issued by regulatory authorities. It regularly undertakes review on its corporate
governance system to ensure it is in line with international and local best practices.
Throughout the year ended March 31, 2009, the Company has complied with the code provisions of the Code on
Corporate Governance Practices (the “CG Code”) in Appendix 14 to the Rules Governing the Listing of Securities (the
“Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Exchange”), and where appropriate, met various
recommended best practices in the CG Code, save for the deviations which are explained below.
Code A.4.1
Code A.4.1 of the CG Code articulates that non-executive directors should be appointed for a specific term, subject
to re-election. All the existing non-executive directors of the Company currently and the year through do not have
specific terms of appointment. Nevertheless, non-executive directors are subject to retirement by rotation at annual
general meetings under the Company’s articles of association accomplishing the same purpose as a specific term of
appointment.
Code A.5.4
The Board has adopted the Model Code for Securities Transactions by Directors of Listed Issuer (“Model Code”)
prevailing before January 1, 2009. Revised Model Code complying with new requirements effective from January 1,
2009 was adopted by the Board on May 21, 2009. Notwithstanding this, the Board and relevant employees were
informed of the new changes made in the Model Code and complied with the requirements of the new Model Code
throughout the year.
Code C.3.3 (g)
The Audit Committee of the Company regularly discusses with the management the system of internal control and
ensure an effective internal control system albeit that amendment of the terms of reference of Audit Committee were
merely approved by the Board on May 21, 2009 to include new responsibility including the adequacy of resources,
qualifications and experience of staff of accounting and financial reporting function, and training programmes and
budget.
Apart from the foregoing, the Company met the recommended best practices in the CG Code as disclosed in the
respective sections of this report. Particularly, the Company published quarterly financial results and business review
within 45 days after the end of the relevant period in addition to interim and annual results. Quarterly financial results
enhanced the shareholders to assess the performance, financial position and prospects of the Company. The quarterly
financial results were prepared using the accounting standards consistent with the policies applied to the interim and
annual accounts.