Lenovo 2009 Annual Report Download - page 39

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2008/09 Annual Report Lenovo Group Limited
37
DIRECTORS’ SECURITIES TRANSACTIONS
The Company has adopted the Model Code set out in Appendix 10 to the Listing Rules and devised based on the
principles of the Model Code a comprehensive operative company policy to govern securities transactions by directors
and designated senior management of the Company. All the directors of the Company have confirmed, after specific
enquiry, their compliance with the required standard during the year.
THE BOARD
The Company together with its subsidiary companies (collectively the “Group”) is controlled through its Board who is
responsible for steering the success of the Group by overseeing the overall strategy and directing and supervising its
affairs in a responsible and effective manner, whilst management is responsible for the daily operations of the Group
under the leadership of the Chief Executive Officer (the “CEO”). The Board has formulated a clear written policy that
stipulates the circumstances under which the management should report to and obtain prior approval from the Board
before making decisions or entering into any commitments on behalf of the Group. The Board will regularly review the
policy.
The specific responsibilities reserved to the Board for its decision and consideration cover: annual budget, major capital
and equity transactions, major disposals and acquisitions, connected transactions, recommendation on appointment or
reappointment of auditors and other significant operational and financial matters.
In addition, the Board is responsible for the preparation of financial statements for each financial year which gives a true
and fair view of the state of affairs of the Group on a going concern basis while the external auditor’s responsibilities to
shareholders are set out in the Independent Auditor’s Report on page 75 of this annual report.
As at the date of this annual report, there were eleven Board members consisting of one executive director, six non-
executive directors and four independent non-executive directors. Accordingly, non-executive directors accounted for
a vast majority of the Board whereas the independent non-executive directors represented more than one-third of the
Board, thus exhibiting a strong independent element which enhanced independent judgement. Mr. John W. Barter III,
an independent non-executive director of the Company, has the appropriate professional qualifications, or accounting
or related financial management expertise as required under the Listing Rules. The biographies and responsibilities of
directors and senior management are set out on pages 61 to 64 of this annual report.
During the year and up to the date of this annual report, the following changes in the Board structure of the Company
occurred: (i) Mr. Shan Weijian resigned as a non-executive director of the Company with effect from May 23, 2008
whereas his alternate Mr. Daniel A. Carroll ceased to act in such position on the same date; (ii) Mr. William J. Amelio
resigned as an executive director, president and CEO with effect from February 5, 2009; (iii) Mr. Yang Yuanqing became
the CEO of the Company and ceased to be the Chairman of the Board effective on February 5, 2009; (iv) in place of Mr.
Yang, Mr. Liu Chuanzhi was appointed the Chairman of the Board concurrently; and (v) Dr. Wu Yibing was appointed
non-executive director of the Company on May 21, 2009.