Lenovo 2012 Annual Report Download - page 40

2011/12 Annual Report Lenovo Group Limited
38
CORPORATE GOVERNANCE REPORT
Board tenure
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 with
the best practices on corporate governance, the Board
adopted the principle that each term of an independent
non-executive director of the Company shall not be
more than three years and shall, subject to re-election by
shareholders at any subsequent annual general meeting
of the Company, be renewable for additional three-year
terms up to a total of nine years. At the recommendation
of the Nomination and Governance Committee, the Board
may invite an independent non-executive director to serve
for an additional three-year term extending up to a total
of twelve years subject to re-election at any subsequent
annual general meeting of the Company. Under A.4.3 of
the CG Code, any further appointment of an independent
non-executive director, who has served the Board for more
than nine years, shall be subject to a separate resolution
to be approved by shareholders. The Company will set
out in the document accompanying the notice of the
2012 annual general meeting the reasons why the Board
considers the individual continues to be independent and
the recommendation to shareholders to vote in favor of the
re-election of such independent non-executive director.
Directors’ commitments
All directors are committed to devote sufficient time and
attention to the affairs of the Company together with its
subsidiaries(collectivelythe“Group”).Directorsaregiven
guidelines on their time commitments to the affairs of the
Company and corresponding confirmations were received
from the directors in their letters of appointment. Directors
have also disclosed to the Company the number and
nature of offices held in Hong Kong or overseas listed
public companies or organisations and other significant
commitments, with the identity of the public companies
or organisations. Directors are reminded to notify the
Company in a timely manner and bi-annually confirm to the
Company of any changes of such information. In respect
of those directors who stand for re-election at the 2012
annual general meeting, all their directorships held in listed
public companies in the past three years are also set out in
the document accompanying the notice of the 2012 annual
general meeting.
Director induction and professional development
Every newly appointed director receives a comprehensive
induction package on appointment to ensure that he/she
has a proper understanding of the operations, business
and governance policies of the Company. In addition, the
new director also receives training by external lawyers
to ensure he/she is fully aware of the responsibilities
as a director under statute and common law, the
Listing Rules, applicable legal requirements and other
regulatory requirements. During the year, the Company
arranged new directors to visit Lenovo Innovation Center
and manufacturing plant in Beijing to enhance their
understanding of the operations of the Company.
In addition to Board meetings, during the year, the
Company also arranged independent non-executive
directors of the Company to attend certain culture and
finance function activities and visit some of the overseas
management offices to enhance their understanding of the
culture and operations of the Company. The directors are
also regularly updated and apprised of any new regulations
and guidelines, as well as any amendments thereto
issued by the Exchange and the Hong Kong Companies
Registry, particularly the effects of such new or amended
regulations and guidelines on directors specifically, and the
Company and the Group generally. On an ongoing basis
directors are encouraged to keep up to date on all matters
relevant to the Group and attend briefings and seminars as
appropriate.
The Company is aware of the requirement to regularly
review and agrees with each director their training needs.
The continuing professional training program of the
Company for directors will be reviewed on an ongoing basis
by the Nomination and Governance Committee.