Lenovo 2010 Annual Report Download - page 33

2009/10 Annual Report Lenovo Group Limited
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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 auditor 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 69 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. Nicholas C. Allen, 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 55 to 58 of
this annual report.
During the year, the following changes in the Board structure of the Company occurred: (i) Dr. Wu Yibing was
appointed as a non-executive director of the Company with effect from May 21, 2009; (ii) Mr. Justin T. Chang
ceased to act as alternate director to Mr. James G. Coulter effective from August 6, 2009; (iii) Mr. Nicholas C. Allen
was appointed as an independent non-executive director of the Company with effect from November 6, 2009;
and (iv) Mr. John W. Barter III resigned as independent non-executive director of the Company taking effect from
February 4, 2010.
Save for the relationships (including financial, business, family, other material and relevant relationships) as
detailed below and in the biography of directors set out on pages 55 to 56 of this annual report, there is no other
relationship among the Board to the best knowledge of the Board members as at the date of this annual report:
1. Mr. Liu Chuanzhi and Mr. Zhu Linan, non-executive directors, also serve on the board of directors of Legend
Holdings Limited, the controlling shareholder of the Company.
2. Mr. James G. Coulter and Mr. William O. Grabe were nominated by TPG Capital and General Atlantic Group
respectively as non-executive directors of the Company pursuant to the Investment Agreement dated March
30, 2005, details of which were disclosed in the Company’s circular dated April 20, 2005. Further, Ms.
Ma Xuezheng, a non-executive director of the Company and a managing director of TPG Capital, is work
associate of Mr. Coulter.