Lenovo 2013 Annual Report Download - page 48

CORPORATE GOVERNANCE REPORT
Lenovo Group Limited 2012/13 Annual Report
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Other key features of Board process
• The directors are supplied in a timely manner with all relevant documentation and financial information to assist
them in the discharge of their duties. Monthly updates of the financial performance of the Company are furnished to
the Board between regular Board Meetings.
• In addition to standing agenda items, there may be discussions on “deep-dive” topics. During the year “deep-dive”
presentations included the Group’s specific strategy and business in a specific market.
• Senior management are invited to attend Board meetings, where appropriate, to report on matters relating to their
areas of responsibility, and also to brief and present details to the directors on recommendations submitted for
the Board’s consideration. Additional information or clarification may be required to be furnished, particularly with
respect to complex and technical issues tabled to the Board.
• Separate executive sessions were arranged for the Chairman to meet with non-executive directors in the absence
of management to discuss matters relating to any issue or other matters such persons would like to raise.
• All 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 in place for directors to seek, at the Company’s expense, independent professional advice
in performing 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.
Directors’ Securities Transactions
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”)
set out in Appendix 10 to the Listing Rules from time to time and devised based on the principles of the Model Code
a comprehensive and operative company policy to govern securities transactions by directors and designated senior
management of the Company. All directors of the Company have confirmed, after specific enquiry, their compliance with
the required standard during the year.
DELEGATION BY THE BOARD
Board’s Role and Responsibilities
The Group is controlled through the Board who is responsible for steering the success of the Group by overseeing the
overall strategy and directing and supervising its affairs in a responsible and effective manner. The Board also sets the
Group’s core values and adopts proper standards to ensure that the Company operates with integrity and complies with
the relevant rules and regulations.