Lenovo 2015 Annual Report Download - page 52

50 Lenovo Group Limited 2014/15 Annual Report
CORPORATE GOVERNANCE REPORT
Evaluation of the Board composition
and establishment of desired criteria
for prospective directors
Identification of
candidates
Evaluation of suitability
of candidates
Meeting with
candidates
Final deliberation by Nomination
and Governance Committee
Recommendation to
the Board for approval
The Nomination and Governance Committee also
ensures that candidates satisfy the requisite skills and
core competencies to be deemed fit and proper, and
to be appointed as director. The nomination process
involves the following six stages:
Following a formal, rigorous and transparent process
implemented and led by the Nomination and Governance
Committee, the Board appointed Mr. Yang Chih-Yuan
Jerry as an independent non-executive director of the
Company with effect from November 6, 2014 and
Mr. Yang Chih-Yuan Jerry will be subject to election by
shareholders at the forthcoming annual general meeting.
Succession
The Nomination and Governance Committee regularly reviews the structure, size and composition (including the
skills, knowledge and experience) required of the Board and makes recommendations to the Board as appropriate.
The Board has satisfied itself that the committee has in place appropriate plans for orderly succession to the Board
as well as procedures to ensure an appropriate balance of skills on the Board and its committees. The Board
and the Nomination and Governance Committee have regularly discussed and reviewed Board composition and
succession planning during the year and this will continue in the fiscal year 2015/16.
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.
Board Tenure
below 5 years
5-10 years
over 10 years
28%
36%
36%