Lenovo 2011 Annual Report Download - page 28

2010/11 Annual Report Lenovo Group Limited 31
In addition, the Board is responsible for the preparation
of financial statements for each financial year which
gives a true and fair view of the state of affairs of the
Group on a going concern basis while the external
auditor’s responsibilities to shareholders are set out in
the Independent Auditor’s Report on page 72 of this
annual report.
As at the date of this annual report, there were eleven
Board members consisting of one executive director,
six non-executive directors and four independent non-
executive directors. Accordingly, non-executive directors
accounted for a vast majority of the Board whereas the
independent non-executive directors represented more
than one-third of the Board, 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. The biographies and responsibilities of
directors and senior management are set out on pages
62 to 65 of this annual report.
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 62 to 63 of this annual report, there is
no other relationship among the Board to the best
knowledge of the Board members as at the date of this
annual report:
1. Mr. Liu Chuanzhi and Mr. Zhu Linan, non-executive
directors, also serve on the board of directors
of Legend Holdings Limited, the controlling
shareholder of the Company.
2. Mr. James G. Coulter and Mr. William O. Grabe
were nominated by TPG Capital and General
Atlantic Group respectively as non-executive
directors 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.
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.