Lenovo 2011 Annual Report Download - page 27

2010/11 Annual Report Lenovo Group Limited
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CORPORATE GOVERNANCE
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 and
other stakeholders. 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, 2011, 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 the 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 E.1.2
The Chairman of the Board was unable to attend the
Company’s annual general meeting which was held
on July 30, 2010 as he had an engagement that was
important to the businesss of the Company.
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 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.
DIRECTORS’ SECURITIES TRANSACTIONS
The Company has adopted the Model Code set out in
Appendix 10 to the Listing Rules from time to time and
devised based on the principles of the Model Code a
comprehensive and 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 auditor and other
significant operational and financial matters.