Lenovo 2016 Annual Report Download - page 67

65
2015/16 Annual Report Lenovo Group Limited
Other Key Features of Board Process
Timely updates and
discussion
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.
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.
Executive sessions As a good corporate governance practices, 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 a one-on-one
basis at least once a year.
Professional advices 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.
Access to information 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.
Communication with senior
management
To enhance the communication between directors and senior
management and have an understanding of management planning,
directors are invited to attend Lenovo’s GLT event and participate in
small group discussions with relevant senior management.
Indemnification and
insurance
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.