Lenovo 2013 Annual Report Download - page 39

2012/13 Annual Report Lenovo Group Limited 37
CORPORATE GOVERNANCE CODE COMPLIANCE
Throughout the year ended March 31, 2013, the Company has complied with the code provisions of the Corporate
Governance Code and Corporate Governance Report (the “CG Code”) set out in Appendix 14 to the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (the “Listing Rules”), and
where appropriate, met the recommended best practices in the CG Code, save for the exception which is explained below.
Code Provision A.2.1 (Separate the roles of Chairman and Chief Executive Officer)
Since November 3, 2011, Mr. Yang Yuanqing (“Mr. Yang”) has been performing both the roles as the chairman of the
Board (the “Chairman”) and chief executive officer of the Company (the “CEO”). The Board has recently reviewed
the organization human resources planning of the Company and is of the opinion that it is appropriate and in the best
interests of the Company at the present stage for Mr. Yang to continue to hold both the positions as it would help to
maintain the continuity of the strategy execution and stability of the operations of the Company. The Board comprising
a vast majority of non-executive directors meets regularly on a quarterly basis to review the operations of the Company
led by Mr. Yang. Accordingly, the Board believes that this arrangement will not have negative influence on the balance
of power and authorizations between the Board and the management 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 reviews
in addition to interim and annual results. Quarterly financial results enhanced the shareholders’ ability 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 financial results.
THE BOARD
As of the date of this annual report, there were eleven Board members consisting of one executive director, four
non-executive directors and six independent non-executive directors.
On February 20, 2013, Mr. Chih-Yuan (Jerry) Yang was appointed as an observer of the Board of the Company (the
“Board Observer”). As a Board Observer, Mr. Jerry Yang will not have the power to vote at any Board meeting and will
not exercise any other rights of a director at such meeting. He is neither a director nor an officer of the Company or any
subsidiary of the Company, and does not have any management role in the Company or any of its subsidiaries. His primary
role is to attend relevant Board meetings and to participate in such meetings by providing his views on matters being
considered by the Board.
Board Composition
During the year, the Company has made further progress in shaping its Board for the future, ensuring that diversity, in its
broadest definition, is at the Company’s focus. Summary of the Board diversity policy including the views and measurable
objectives is set out on page 40 of this report.