Lenovo 2012 Annual Report Download - page 38

2011/12 Annual Report Lenovo Group Limited
36
CORPORATE GOVERNANCE REPORT
The biographies and responsibilities of directors and senior
management are set out on pages 89 to 91 of this annual
report. The Company has also maintained on its website
and Hong Kong Exchanges and Clearing Limited’s website
(the“HKEx’s website”)anupdatedlistofitsdirectors
identifying their roles and functions and whether they
are independent non-executive directors. Independent
non-executive directors are also identified as such in all
corporate communications that disclose the names of
directors of the Company.
Mr. Zhu Linan and Mr. Zhao John Huan, non-executive
directors, also serve on the board of directors of Legend
Holdings Limited, the controlling shareholder of the
Company. Save for the relationships (including financial,
business, family, other material and relevant relationships)
as detailed above and in the biographies of directors set
out on pages 89 to 90 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.
Chairman and Chief Executive Officer
The Chairman leads the Board in the determination of
its strategy and in the achievement of its objectives and
ensures that all directors are properly briefed on issues
arising at Board meetings and receive adequate, complete
and reliable information, in a timely manner. 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. Both the Chairman and CEO positions are
currently held by Mr. Yang. The Board believes that the
current governance structure, with a combined Chairman
and CEO and a vast majority of non-executive directors
provides an effective balance of power and authority for the
management of the Company in the best interests of the
Company at the present stage.
Independence of Non-executive Directors
Each of the independent non-executive directors has made
a confirmation of independence pursuant to rule 3.13 of
the Listing Rules. On May 22, 2012, the Nomination and
Governance Committee of the Board has conducted an
annual review of the independence of all independent non-
executive directors of the Company. Having taken into
account the factors as set out in rule 3.13 of the Listing
Rules in assessing the independence of independent non-
executive directors, the Nomination and Governance
Committee (with the relevant committee member abstained
from voting on the resolution concerning his own
independence) concluded that all the independent non-
executive directors satisfied the criteria of independence as
set out in the Listing Rules.
OnFebruary8,2012,Mr.WilliamO.Grabe(“Mr. Grabe”)
was re-designated from a non-executive director to an
independent non-executive director. Although Mr. Grabe
was appointed as a non-executive director in 2005
following the closing of a transaction between the Company
and certain private equity investors, including the General
Atlantic group, whose interests were represented by its
senior executive, Mr. Grabe, the Board is satisfied and has
demonstrated to the satisfaction of The Stock Exchange
ofHongKongLimited(the“Exchange”)thatthere-
designation of Mr. Grabe as an independent non-executive
director is justified for the following reasons:
1. The General Atlantic group converted and disposed
of all its remaining interests in the Company on
November 15, 2010. Following the disposal, the
General Atlantic group ceased to hold any equity
interests in the Company;
2. Mr. Grabe retired from all his duties with the General
Atlantic group in 2010; he has thereafter ceased
to represent the interests of the General Atlantic
group and has been sitting on the Board solely in his
personal capacity;