Lenovo 2014 Annual Report Download - page 43

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2013/14 Annual Report Lenovo Group Limited
Independence
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.
Each of the independent non-executive directors has made a confirmation of independence pursuant to rule 3.13 of
the Listing Rules. On May 20, 2014, 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,
2014. 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.
On November 7, 2013, Ms. Ma Xuezheng (“Ms. Ma”) was re-designated from a non-executive director to an
independent non-executive director. Although Ms. Ma had certain previous directorships which are or may be
regarded as falling within the independence guideline in rule 3.13(7) of the Listing Rules among the factors affecting
independence under those rules, the Board is satisfied and has demonstrated to the satisfaction of the Stock
Exchange that the re-designation of Ms. Ma as an independent non-executive director is justified for the following
reasons:
1. Ms. Ma has ceased to be an executive director and chief financial officer of the Company for more than six years
since May 23, 2007, the date on which she was re-designated as a non-executive director. Since then, she has not
had any executive or management role in the Group. During the tenure of Ms. Ma as an executive director and chief
financial officer of the Company, she was appointed as directors of various subsidiaries of the Company. Ms. Ma
had also resigned from all such directorships in these subsidiaries for more than two years immediately prior to the
date of her re-designation. On the above basis, the Company considers that the above previous directorships would
not have any impact on her independence;
2. Prior to her re-designation as an independent non-executive director, Ms. Ma has been a non-executive director of
the Company. As a non-executive director, she did not take part in the day-to-day management of the Company
and did not have any management functions in the Company except for attending meetings of the Board of the
Company and meetings of certain Board committees in her personal capacity. The Company considers that her
non-executive role in the Company has no impact on her independence;
3. To the best knowledge of the directors of the Company, Ms. Ma has not relied on the remuneration given by the
Company and she is independent of any connected person and substantial shareholder of the Company;
4. The Company believes that Ms. Ma is able to exercise her professional judgement and draw upon her extensive
knowledge in financial, investment and corporate governance matters for the benefit of the Company and its
shareholders as a whole, in particular, the independent shareholders; and
5. Ms. Ma has confirmed her independence to the Stock Exchange in respect of each of the factors set out in rule 3.13
of the Listing Rules that the Stock Exchange takes into account in assessing the independence of a non-executive
director.