Lenovo 2012 Annual Report Download - page 53

2011/12 Annual Report Lenovo Group Limited 51
Constructive Use of the General Meetings
The annual general meeting and other general meetings
of the Company are the primary forum for communication
by the Company with its shareholders and for shareholder
participation. The Board encourages shareholders to
participate in general meetings as it provides a valuable
opportunity to discuss the Company, its corporate
governance and other important matters. Notice of the
annual general meeting and related papers are sent to
shareholders at least 20 clear business days prior to the
date of the annual general meeting. The information sent
to shareholders includes a summary of the business to be
covered at the annual general meeting, where a separate
resolution is prepared for each substantive matter.
Extraordinary General Meeting
During the year, the Company convened and held an
extraordinarygeneralmeetingonMay27,2011(the“EGM”)
to consider and approve certain continuing connected
transactions with NEC Corporation and its affiliates, which
meeting was attended by CEO, Chief Financial Officer,
members of the independent board committee and
representatives from the independent financial advisor to
independent shareholders of the Company. The resolution
approving the continuing connected transactions was
passed with about 99.97% votes cast in favour of it.
2011 Annual General Meeting
The 2011 annual general meeting of the Company held on
July 22, 2011 was attended by, among others, CEO, Chief
Financial Officer, chairmen of the Audit Committee and
Compensation Committee, and representatives of external
auditor PwC and other professional consultant to answer
questions raised by shareholders at the meeting.
Separate resolutions were proposed on each issue,
including the re-election of individual retiring directors. The
matters resolved and the percentages of votes cast in
favour of the resolutions are summarised below:
• ReceivedtheGroup’sauditedaccountsfortheyear
ended March 31, 2011 together with the directors’
report and independent auditor’s report (99.96%);
• Declarationofafinaldividendfortheissuedordinary
shares for the year ended March 31, 2011 (100%);
• Re-electionofretiringdirectorsandauthorizationto
fix directors’ fees for the year ended March 31, 2011
(99.16% to 99.99% in respect of each individual
resolution);
• Re-appointmentofPwCasauditorandauthorization
of the Board to fix auditor’s remuneration (99.93%);
• Approvalofgrantingthegeneralmandatetothe
directors to allot, issue and deal with the Company’s
shares (72.87%);
• Approvalofgrantingthegeneralmandatetothe
directors to repurchase the Company’s shares
(99.98%);
• Approvalofauthorisationtodirectorstoextendthe
general mandate to issue new shares by adding the
number of shares repurchased (74.11%);
• ApprovalofcancellationoftheseriesAcumulative
convertible preferred shares from the existing
authorized share capital of the Company (99.99%);
and
• ApprovalofamendmentstotheArticlesofAssociation
which allowed the Company to make use of the
electronic means and the website for communication
with the shareholders upon obtaining express or
deemed consent (99.99%).
All the resolutions proposed at the EGM and 2011 annual
general meeting were decided by way of poll voting.
Procedures for conducting the poll were explained by
the Chairman at the commencement of these meetings.
The poll was conducted by Tricor Abacus Limited, the
Company’s share registrar, as scrutineer and the details of
poll voting results were posted on the Company’s website
(www.lenovo.com/hk/publication) and HKEx’s website
(www.hkex.com.hk) on May 27, 2011 and July 22, 2011
respectively.
Details of the proposed resolutions for 2012 annual general
meeting are set out in the circular which will be dispatched
to our shareholders with this annual report.