Lenovo 2016 Annual Report Download - page 49

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2015/16 Annual Report Lenovo Group Limited
CORPORATE GOVERNANCE PRINCIPLES AND STRUCTURE
The board of directors (the “Board”) and the management of Lenovo Group Limited (the “Company”)
strive to attain and uphold a high standard of corporate governance and to maintain sound and well-
established corporate governance practices for the interest sake of shareholders and other stakeholders
including customers, suppliers, employees and the general public. The Company abides strictly by
the governing laws and regulations of the jurisdictions where it operates and observes the applicable
guidelines and rules issued by regulatory authorities. It regularly undertakes review of its corporate
governance system to ensure it is in line with international and local best practices.
Throughout the year ended March 31, 2016, 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, with the exception that the roles of the chairman of the Board (the “Chairman”) and the chief
executive officer of the Company (the “CEO”) have not been segregated as required by code provision
A.2.1 of the CG Code.
Since November 3, 2011, Mr. Yang Yuanqing (“Mr. Yang”) has been performing both the roles as the
Chairman and 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 independent non-executive directors meets regularly on a quarterly basis to review the
operations of the Company led by Mr. Yang.
The Board also appointed Mr. William O. Grabe (“Mr. Grabe”) as the lead independent director (the “Lead
Independent Director”) with broad authority and responsibility. Among other responsibilities, the Lead
Independent Director will chair the Nomination and Governance Committee meeting and/or the Board
meeting when considering (i) the combined roles of Chairman and CEO; and (ii) assessment of the
performance of Chairman and/or CEO. The Lead Independent Director will also call and chair meeting(s)
with all independent non-executive directors without management and executive director present at
least once a year on such matters as are deemed appropriate. Accordingly, the Board believes that the
current Board structure with combined roles of Chairman and CEO, the appointment of Lead Independent
Director and a vast majority of independent non-executive directors will provide an effective balance on
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 also prepared using the accounting standards consistent with the policies
applied to the interim and annual financial results.