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2011/12 Annual Report Lenovo Group Limited 59
AUDIT COMMITTEE REPORT
THE AUDIT COMMITTEE
Theauditcommittee(the“Audit Committee”)ofthe
boardofdirectors(the“Board”)ofLenovoGroupLimited
(the“Company”)hasbeenestablishedsince1999and
is comprised of four members, all of whom are non-
executive directors and majority of whom including the
Audit Committee chairman are independent non-executive
director.
As at the date of this report, the Audit Committee is chaired
by an independent non-executive director, Mr. Nicholas C.
Allen, and comprises four members including Mr. Allen, the
other two independent non-executive directors, Professor
Woo Chia-Wei and Mr. Ting Lee Sen, and a non-executive
director, Ms. Ma Xuezheng. The chairman, Mr. Allen has
appropriate professional qualifications being a member
of the Institute of Chartered Accountants in England and
Wales and a member of Hong Kong Institute of Certified
Public Accountants, and experience in accounting or
related financial management expertise as required under
the Rules Governing the Listing of Securities on The Stock
ExchangeofHongKongLimited(the“Listing Rules”).
TERMS OF REFERENCE
The Audit Committee is responsible for assisting the
Board in providing an independent review of the financial
statements, internal control and risk management systems
anditsrelationshipwithPricewaterhouseCoopers(“PwC”),
external auditor. It acts in an advisory capacity and makes
recommendations to the Board. The Audit Committee’s
terms of reference which clearly deal with its membership,
authority, duties and frequency of meetings, are published
on the websites of the Company and Hong Kong
Exchanges and Clearing Limited.
The Audit Committee meets with external auditor and
management of the finance and internal audit functions of
the Company at least four times a year at quarterly intervals
and is provided with sufficient resources to perform its
duties. In addition, separate executive sessions were
arranged for the Audit Committee to meet with external
auditor, internal auditor and General Counsel in the absence
of management to discuss matters relating to any issues
arising from the audit and any other matters such persons
would like to raise. After each Audit Committee meeting,
the chairman will report to the Board on its decisions or
recommendations.
SUMMARY OF WORK DONE
In the fiscal year ended March 31, 2012, the Audit
Committee held four meetings. The attendance record of
the Audit Committee’s members is set out in the Corporate
Governance Report on page 45.
In the fiscal year ended March 31, 2012 the Audit
Committee:
Review of Financial Reporting
• ReviewedandrecommendedtotheBoardfor
approval the audited financial results of the Company
anditssubsidiaries(collectively,the“Group”)for
the year ended March 31, 2011 together with
the related annual results announcement and the
annual report incorporating the directors’ report and
corporate governance report after discussion with the
management and external auditor;
• ReviewedandrecommendedtotheBoardforapproval
the unaudited interim financial results of the Group for
the six months ended September 30, 2011 together
with the related interim results announcement and the
interim report after discussion with the management
and external auditor;
• ReviewedandrecommendedtotheBoardfor
approval the unaudited financial results of the Group
for the three months ended June 30, 2011 and for the
nine months ended December 31, 2011 together with
its respective results announcements after discussion
with the management and external auditor;
• Receivedreportsfromandmetwithexternalauditor
and internal auditor to discuss the scope of their
review and findings;