Lenovo 2013 Annual Report Download - page 41

2012/13 Annual Report Lenovo Group Limited 39
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. The CEO has
delegated authority from the Board to take direct charge of
the Company and its subsidiaries (collectively 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.
Lead Independent Director
As a means of enhancing corporate governance of
the Company, Mr. William O. Grabe (“Mr. Grabe”), an
independent non-executive director of the Company, has
been appointed by the Board as the lead independent
director of the Company (“Lead Independent Director”)
on May 23, 2013. The Lead Independent Director is not an
executive position in the Company and does not have any
management role in the Company or any of its subsidiaries.
Subsequent to this appointment, Mr. Grabe will continue
to serve as an independent non-executive director, the
chairman of the Compensation Committee and a member
of Nomination and Governance Committee of the Company.
As the Lead Independent Director, Mr. Grabe has the
following roles: (1) to chair the Nomination and Governance
Committee meeting and/or the Board meeting when
considering (a) the combined roles of Chairman and CEO;
(b) assessment of the performance of Chairman and/or
CEO; (2) to call and chair meeting(s) with all non-executive
directors at least once a year on such matters as are
deemed appropriate and provide feedbacks to Chairman
and/or CEO; (3) to serve a key role in the Board evaluation
process; (4) responds directly to shareholders and other
stakeholder questions and comments that are directed
to the Lead Independent Director or to the independent
non-executive directors as a group, when appropriate;
(5) if requested by major shareholders, ensures that he is
available, when appropriate, for consultation and direct
communication; and (6) to perform other duties as directors
may designate.
Independence of Non-executive Directors
The current composition of the Board, with a high
proportion of independent non-executive directors,
ensures and provides strong and meaningful oversight over
management. The independent non-executive directors
do not participate in the day-to-day management of the
Company and do not engage in any business dealing or
other relationships with the Group (other than in situations
permitted by the applicable regulations) in order to ensure
that they remain truly capable of exercising independent
judgement and act in the best interests of the Group and
its shareholders. Further, the Board is satisfied and assured
that no individual or group of directors has unfettered
powers of decision that could create a potential conflict of
interest.
The non-executive directors of the Company continue to
proactively engage with senior management and other
relevant parties, such as the external or internal auditors as
well as the Company’s legal and compliance departments,
to ensure that the various concerns and issues relevant
to the management and oversight of the business and
operations of the Company and the Group are properly
addressed.
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, 2013, the Nomination
and Governance Committee of the Board conducted an
annual review of the independence of all independent
non-executive directors of the Company for the year ended
March 31, 2013. 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 abstaining from voting on the resolution
concerning his own independence) concluded that all of the
independent non-executive directors satisfied the criteria of
independence as set out in the Listing Rules.
In addition, the Nomination and Governance Committee
affirmed that all independent non-executive directors of the
Company provided a strong independent element on the
Board, were free from any business or other relationship
which could materially interfere with the exercise of their
judgement, and remained independent for the year ended
March 31, 2013.