Lenovo 2013 Annual Report Download - page 43

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2012/13 Annual Report Lenovo Group Limited 41
Board tenure
In accordance with the articles of association of the Company (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 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.
Directors’ commitments
All directors are committed to devote sufficient time and attention to the affairs of 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. With respect to those directors who stand for re-election at
the 2013 annual general meeting, all of their directorships held in listed public companies in the past three years are also
set out in the document accompanying the notice of the 2013 annual general meeting.