Lenovo 2010 Annual Report Download - page 34

2009/10 Annual Report Lenovo Group Limited
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CORPORATE GOVERNANCE
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 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 bi-monthly 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.
In addition, in order to enhance the understanding of the Group’s operation, during the year the Company
arranged a tour for non-executive directors to visit the Company’s manufacturing plant, innovation centre and call
centre in Beijing and the executive office in North Carolina, US.
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.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
The positions of the Chairman of the Board and CEO are held by separate individuals to ensure a segregation
of duties in order that a balance of power and authority is achieved. The Chairman leads the Board in the
determination of its strategy and in the achievement of its objectives whereas the CEO has delegated authority
of the Board to take direct charge of the Group on a day-to-day basis and is accountable to the Board for the
financial and operational performance of the Group.
As at the date of this annual report, the posts of Chairman and CEO were held by Mr. Liu Chuanzhi and Mr. Yang
Yuanqing respectively.
There is no relationship of any kind (including financial, business, family, other material and relevant relationships)
between the Chairman and the CEO.