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35
2013/14 Annual Report Lenovo Group Limited
CORPORATE GOVERNANCE CODE COMPLIANCE
Throughout the year ended March 31, 2014, 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 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.
TRANSFORMING
LENOVO FOR THE PC+ ERA
2012/13 Annual Report Lenovo Group Limited
Stock Code 992
TRANSFORMING
LENOVO FOR THE PC+ ERA
Best Corporate Governance
Disclosure Awards 2013
During the year, the Company
received the Platinum Award of
2013 Best Corporate Governance
Disclosure Awards (H-share
companies and other Mainland
enterprises Category) organized by
the Hong Kong Institute of Certified
Public Accountants.