Lenovo 2009 Annual Report Download - page 40

CORPORATE GOVERNANCE
2008/09 Annual Report Lenovo Group Limited
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Save for the relationships (including financial, business, family, other material and relevant relationships) as detailed
below and in the biography of directors set out on pages 61 and 62 of this annual report, there is no other relationship
among the Board and the chief executives to the best knowledge of the Board members as at the date of this annual
report:
1. Mr. Liu Chuanzhi, Mr. Zhu Linan and Dr. Wu Yibing, non-executive directors, either serve on the board of directors
or the management team of Legend Holdings Limited, the controlling shareholder of the Company.
2. Among the non-executive directors of the Company, Mr. James G. Coulter being a partner of TPG Capital (formerly
known as TPG) was nominated by TPG Capital pursuant to the Investment Agreement dated March 30, 2005,
details of which were disclosed in the Company’s circular dated April 20, 2005. In 2007, Ms. Ma Xuezheng, a non-
executive director of the Company, became a managing director of TPG Capital. Thus, Ms. Ma is work associate of
Mr. Coulter.
3. Mr. William O. Grabe, a Managing Director of General Atlantic Group, was nominated by General Atlantic Group as
a non-executive director of the Company pursuant to the Investment Agreement dated March 30, 2005, details of
which were disclosed in the Company’s circular dated April 20, 2005. Mr. Grabe is related to Mr. John W. Barter III,
an independent non-executive director of the Company, in that (i) Mr. Barter serves on the board of Genpact Limited
and Dice Holdings, Inc. which are portfolio companies of General Atlantic Group and (ii) Mr. Barter is a limited partner
co-investor in an investment fund company managed by General Atlantic Group. In this respect, Mr. Grabe and Mr.
Barter are business related by their bonds with General Atlantic Group.
The Board meets at least four times a year at approximately quarterly intervals to review the financial performance of the
Group, the overall group strategy and operations with active participation of majority of directors. Board meetings were
scheduled two years in advance to facilitate maximum attendance of directors. Notices of not less than thirty days prior
to regular Board meetings were given to all members of the Board. For other Board meetings, directors were given as
much notice as is reasonable and practicable in the circumstances.
Meeting agenda were finalized by the Chairman in consultation with members of the Board. For regular Board
meetings, directors received agenda with supporting Board papers seven days before meetings while documents with
updated financial figures three days prior to meetings. Minutes of Board and committee meetings were circulated to
the respective Board members for comment where appropriate and duly kept in minutes book for inspection by any
director.
All the 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 appropriate
insurance to cover the liabilities of the directors arising from corporate activities. The insurance coverage is reviewed on
an annual basis.
On a bimonthly basis, management furnished updates of the financial performance of the Company to all members of
the Board. Every Board member was furnished with a copy of Non-statutory Guidelines on Directors’ Duties published
by the Hong Kong Companies Registry and a comprehensive induction package on appointment to ensure that he/she
has a proper understanding of the operations and business of the Company and that he/she is fully aware of his/her
responsibilities as a director.
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.