Lenovo 2008 Annual Report Download - page 36

Lenovo Group Limited • Annual Report 2007/08
34
CORPORATE GOVERNANCE
It is expressly provided in the Company’s Articles of Association that, unless otherwise permissible in the Articles
of Association, a director shall not vote on any resolution of the Board approving any contract or arrangement or
any other proposal in which he/she is materially interested nor shall he/she be counted in the quorum present at the
meeting.
Each of the independent non-executive directors has made a confirmation of independence pursuant to rule 3.13 of
the Listing Rules. The Company is of the view that all independent non-executive directors meet the independence
guidelines set out in rule 3.13 of the Listing Rules and are independent in accordance with the terms of the
guidelines.
The positions of the Chairman of the Board and Chief Executive Officer are held by separate individuals to ensure a
segregation of duties in order that a balance of power and authority is achieved.
The Board meets at least quarterly to review the financial performance of the Group, the overall group strategy, and
the operations. The Board also held an extra meeting to discuss the strategy during the year. Board meetings are
scheduled two years in advance to facilitate maximum attendance of directors. The meeting agenda is set by the
Chairman in consultation with members of the Board. At least 30 days notice of regular Board meeting was given to
all members of the Board. For regular Board meetings, directors receive an agenda with supporting Board papers
seven days before the meeting and documents with updated financial figures three days prior to the meeting. For
other Board meetings, directors are given as much notice as is reasonable and practicable in the circumstances.
Minutes of Board meetings are circulated to all members of the Board for comment and are open for inspection by
any director.
On a bimonthly basis, management provided updates of the financial performance to all members of the Board.
During the year, each Board member was also furnished with a copy of the Non-statutory Guidelines on Directors’
Duties published by the Hong Kong Companies Registry in October 2007 while the newly appointed director
received a comprehensive induction package to ensure that he has a proper understanding of the operations and
business of the Company and that he is fully aware of his responsibilities as a director.
All directors have direct access to the General Counsel and Company Secretary of the Company who are
responsible for advising the Board on corporate governance and compliance issues. Written procedures are also
in place for directors to seek, at the Company’s expenses, independent professional advice in performing their
directors’ duties. No request was made by any director for such advice during the year. The Company has arranged
for appropriate liability insurance to indemnify the directors for any liabilities arising from corporate activities. The
insurance coverage is reviewed on an annual basis.