Lenovo 2014 Annual Report Download - page 44

42 Lenovo Group Limited 2013/14 Annual Report
CORPORATE GOVERNANCE REPORT
In light of the above, notwithstanding Ms. Ma’s relationship with the Company as a non-executive director prior to her
re-designation as an independent non-executive director, the Company is in the opinion that her current connection
with the Company will not affect her independence as an independent non-executive director and she will be able to
carry out her duties as an independent non-executive director impartially and independently.
In addition, the Nomination and Governance Committee affirmed that all independent non-executive directors of the
Company provided a strong independent element on the Board, were free from any business or other relationship
which could materially interfere with the exercise of their judgement, and remained independent for the year ended
March 31, 2014.
Conflicts of interest
Directors have a statutory duty to avoid situations in which they have or may have interests that conflict with those of
the Company. The Board has a set procedure to deal with the actual or potential conflicts of interest of directors as
follows:
• The Board deals with each appointment on its individual merit and takes into consideration all the circumstances.
• Actual and potential conflicts of interest are notified to the Board before they arise.
• Prior to taking up any additional responsibilities or external appointments, directors are obliged to ensure that they
will be able to meet the time commitment expected of them in their role at the Company and do not have any
potential conflicts that may arise when take up a position with another company.
• Decisions regarding transactions with directors and their related parties are always dealt with by other director, such
as matter regarding the remuneration of executive director is handled by the Compensation Committee.
All potential conflicts of interest will be recorded, which are reviewed on an annual basis by the Nomination and
Governance Committee to ensure that the procedures are working effectively.
Commitments
All directors are committed to devote sufficient time and attention to the affairs of the Group. Directors are given
guidelines on their time commitments to the affairs of the Company and corresponding confirmations were received
from the directors in their letters of appointment. Directors have also disclosed to the Company the number and nature
of offices held in Hong Kong or overseas listed public companies or organisations and other significant commitments,
with the identity of the public companies or organisations. Directors are reminded to notify the Company in a timely
manner and bi-annually confirm to the Company of any changes of such information. With respect to those directors
who stand for re-election at the 2014 annual general meeting, all of their directorships held in listed public companies
in the past three years are also set out in the document accompanying the notice of the 2014 annual general meeting.
Share ownership
The Board has adopted stock ownership guidelines for non-employee director in 2013. The Board believes that share
ownership aligns the interests of its directors with the long term interests of the shareholders and further promotes the
Company’s commitment to sound corporate governance. In general, these guidelines require non-employee directors
to maintain a certain level of equity awards granted to them for so long as he or she is a director of the Company.