Corporate governance about Lenovo—————3
The corporate governance structure—————————————3 Board Composition————————————————————4 Appointment and Election of Directors————————————5 Board Process———————————————————————7 Board committee——————————————————————8 Accountability and audit ——————————————————12 Communication with shareholder———————————————13
The overview on Lenovo
Lenovo Group Limited (SEHK: 0992) is a Chinese multinational computer hardware and electronics company with its operational headquarters in Morrisville, North Carolina, United States and its registered office in Hong Kong. Its products include personal computers, tablet computers, mobile phones, workstations, servers, electronic storage devices, IT management software and smart televisions. Lenovo is the world's second-largest PC vendor by 2012 unit sales. It markets the ThinkPad line of notebook computers and the ThinkCentre line of desktops. Lenovo has operations in more than 60 countries and sells its products in around 160 countries. Lenovo was founded in Beijing in 1984 and incorporated in Hong Kong in 1988 under its previous name, Legend. Lenovo is listed on the Hong Kong Stock Exchange and is a constituent of the Hang Seng China-Affiliated Corporations Index. "Lenovo" is a portmanteau of "Le-" (from Legend) and "novo", Latin ablative for "new". The Chinese name: 联想 means "association" (as in "word association") or "connected thinking" but can also imply creativity. Corporate governance about Lenovo
The corporate governance structure
As at May 23, 2012 , there were eleven Board members consisting of one executive director, four non-executive directors and six independent non-executive directors. Accordingly, non-executive directors accounted for a vast majority of the Board members whereas the independent non-executive directors represented more than one-third of the Board members, thus exhibiting a strong independent element which enhanced independent judgement. Mr. Nicholas C. Allen, an independent non-executive director of the Company, has the appropriate professional qualifications, or accounting or related financial management expertise as required under the Listing Rules.
Chairman and Executive Director
Mr. Yang Yuanqing
Mr. Zhu Linan
Ms. Ma Xuezheng
Dr. Wu Yibing
Mr. Zhao John Huan
Independent Non-Executive Directors
Mr. Ting Lee Sen
Dr. Tian Suning
Mr. Nicholas C. Allen
Mr. Nobuyuki Idei
Mr. William O. Grabe
Mr. William Tudor Brown
Appointment and Election of Directors
Board appointment process
There is a formal and transparent procedure for the appointment of new directors to the Board, the primary responsibility of which has been delegated to the Nomination and Governance Committee. The structure, size and composition of the Board will be reviewed from time to time by the Nomination and Governance Committee to ensure that the Board has a balanced skill and expertise for providing effective leadership to the Company.
In accordance with the Articles of Association, all directors are subject to retirement by rotation. At each annual general meeting, one-third of the directors for the time being shall retire from office. The retiring directors shall be eligible for re-election. New appointments either to fill a casual vacancy or as an addition to the Board are subject to re-election by shareholders of the Company at the next following annual general meeting of the Company. All non-executive directors (including independent non-executive directors) have entered into letters of appointment with the Company for a term of three years. Their terms of appointment shall be subject to the retirement from office by rotation and re-election at the annual general meeting in accordance with the Articles of Association. The Company agreed that the independence of directors is an important principle of the Company. In line...