Lenovo 2014 Annual Report Download - page 42

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40 Lenovo Group Limited 2013/14 Annual Report
CORPORATE GOVERNANCE REPORT
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:
1
2
3
4
5
6RECOMMENDATION TO THE BOARD FOR APPROVAL
Final deliberation by Nomination and Governance Committee
Meeting with candidates
Evaluation of suitability of candidates
Identification of candidates
Evaluation of the Board composition and establishment of desired criteria for prospective directors
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. Under A.4.3 of the CG Code, any
further appointment of an independent non-executive director, who has served the Board for more than nine years,
shall be subject to a separate resolution to be approved by shareholders. The Company will set out in the document
accompanying the notice of the 2014 annual general meeting the reason why the Board considers the individual
continues to be independent and the recommendation to shareholders to vote in favour of the re-election of such
independent non-executive director.