Lenovo 2011 Annual Report Download - page 29

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2010/11 Annual Report Lenovo Group Limited
32
CORPORATE GOVERNANCE
It is expressly provided in the Company’s Articles of
Association that, unless otherwise permissible in the
Articles of Association, a director shall not vote on
any resolution of the Board approving any contract or
arrangement or any other proposal in which he/she is
materially interested nor shall he/she be counted in the
quorum present at the meeting.
Each of the independent non-executive directors has
made a confirmation of independence pursuant to rule
3.13 of the Listing Rules. The Company is of the view
that all independent non-executive directors meet the
independence guidelines set out in rule 3.13 of the
Listing Rules and are independent in accordance with
the terms of the guidelines.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
The positions of the Chairman of the Board and CEO
are held by separate individuals to ensure a segregation
of duties in order that a balance of power and authority
is achieved. The Chairman leads the Board in the
determination of its strategy and in the achievement of
its objectives whereas the CEO has delegated authority
of the Board to take direct charge of the Group on a
day-to-day basis and is accountable to the Board for
the financial and operational performance of the Group.
As at the date of this annual report, the posts of
Chairman and CEO were held by Mr. Liu Chuanzhi and
Mr. Yang Yuanqing respectively.
There is no relationship of any kind (including
financial, business, family, other material and relevant
relationships) between the Chairman and the CEO.
BOARD COMMITTEES
The Company has preserved four board committees
(“Board Committees”) with defined terms of reference
(which are available upon written request to the
Company Secretary) – Audit Committee, Compensation
Committee, Strategy Committee and Governance
Committee. The terms of reference of Audit Committee
and Compensation Committee reference those set out in
the CG Code prevailing from time to time.
Should need arise, the Board will authorize an
independent board committee comprising the
independent non-executive directors to review,
approve and monitor connected transactions (including
continuing connected transactions) that should be
approved by the Board.
Minutes of committee meetings are circulated to
members of the relevant Board Committees for comment
and are open for inspection by any director.