Lenovo 2015 Annual Report Download - page 61

59
2014/15 Annual Report Lenovo Group Limited
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.
• The Board systematically visits the Group’s business locations both to review its operations and meet with
local management. During the year, the Board visited and reviewed the Group’s business and its operations in
Wuhan.
• 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.
• To enhance the communication between directors and senior management and have an understanding of
management planning, directors are invited to attend Lenovo’s Global Leadership Team event and participate
in small group discussions with relevant senior management.
• Separate executive sessions were arranged for (i) the Chairman to meet with non-executive directors in the
absence of management and (ii) the Lead Independent Director to meet with other independent non-executive
directors in the absence of executive director and management to discuss matters relating to any issue or
other matters such persons would like to raise.
• To enhance communication with and contribution from all the directors, the Chairman meets with each non-
executive director on an one-on-one basis at least once a year.
• 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 established continuous disclosure policy (the “Continuous Disclosure Policy”) and its
implementation guideline on monitoring, reporting and disseminating inside information. The critical concerns
of the Group’s operations and developments are communicated and addressed to the Board in a timely
manner.
• As permitted by the Articles of Association, a director or a former director of the Company may be indemnified
out of the Company’s assets against any liability incurred by the director to a person other than the Company
or an associated company of the Company that attaches to such director in his or her capacity as a director
of the Company, to the extent permitted by law. Such permitted indemnity provision has been in force since
the adoption of the new articles of association of the Company on July 2, 2014.
• 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.
• All directors were provided with a tablet and a notebook to gain access to meeting materials of the Board and
Board committees meetings through an internal electronic platform.