Annual Report 2009 - Alibaba

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CORPORATE GOVERNANCE REPORT Key principles/provisions/ practices in the Corporate Governance Code Board Committees • Specific written terms of reference • Provision of board committees with sufficient resources to discharge their duties Complied or not REMUNERATION OF DIRECTORS Remuneration Policy • Disclosure of information relating to directors’ remuneration policy Remuneration Committee • Clear authority and duties Role and Function 56 Alibaba.com Limited Annual Report 2009 How did Alibaba.com apply them? Our board has established four committees to oversee key aspects of Alibaba.com’s affairs: audit committee (established on October 12, 2007) remuneration committee (established on October 12, 2007) nomination committee (established on October 12, 2007) investment management committee (established on March 18, 2008) Written terms of reference of our audit committee, remuneration committee and nomination committee, covering their respective specific role, authority and functions, are available on our website. To discharge its dedicated function, each of our board committees is provided with sufficient resources, including the retention of outside advisors such as financial advisors and valuers, to provide professional advice as required at our cost. The emoluments of our directors are determined with reference to a combination of factors including their skills, knowledge and experience, time commitment, duties and responsibilities required of them and the prevailing market conditions. Our executive directors’ compensation packages include a large element of performance-based remuneration by reference to our Company’s financial and operational results as well as corporate goals and objectives. Review the remuneration policy of our Company Make recommendations to our board on the policy and structure for remuneration of our directors and senior management and on the establishment of formal and transparent procedures for developing a policy on such remuneration Determine the specific remuneration packages of all executive directors and senior management, including benefits in kind, pension rights and compensation payments (including any compensation payable for loss or termination of their office or appointment) Make recommendations to our board in regard to the remuneration of non-executive directors, including director’s fees and any share-based award Consider and approve the grant of share options and restricted share units to eligible participants pursuant to our share option scheme and restricted share unit scheme
Key principles/provisions/ practices in the Corporate Governance Code • A majority of members are independent non-executive directors NOMINATION OF DIRECTORS Nomination Committee Complied or not How did Alibaba.com apply them? Our remuneration committee has a total of three members, namely NIU Gen Sheng (committee chairman), KWAUK Teh Ming, Walter and TSAI Chung, Joseph, with a majority of independent non-executive directors. Our remuneration committee held two meetings during the year. The attendance of its members is described on page 52 of this Annual Report. Summary of Work Performed • Clear authority and duties Role and Function • A majority of members are independent non-executive directors During the meetings held in 2009, our remuneration committee: reviewed our share-based compensation policy and proposals for incentivizing Alibaba.com employees, and recommended the same to our board for approval reviewed and approved the remuneration packages (including yearend bonuses and share-based awards) of our executive directors and senior management reviewed the remuneration of non-executive directors and made proposal regarding director’s fees to our board for shareholder approval at the 2009 annual general meeting Lead the process for board appointments Identify and nominate candidates for appointment to our board Assess the independence of our independent non-executive directors Make recommendations to our board on relevant matters relating to the appointment or re-appointment of directors and succession planning Our nomination committee has a total of three members, namely MA Yun, Jack (committee chairman), NIU Gen Sheng and KWAN Ming Sang, Savio, with a majority of independent non-executive directors. Our nomination committee held one meeting during the year. The attendance of its members is described on page 52 of this Annual Report. 57
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Contents 02 Financial and Operation
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Financial Highlights 2009 2008 Chan
Page 7 and 8: 4 August Signed multiple agreements
Page 9 and 10: Organization(s) Fast Company magazi
Page 11 and 12: LEGAL ADVISORS Freshfields Bruckhau
Page 13 and 14: HIGH QUALITY We have pledged to mak
Page 15 and 16: Dear Alibaba.com shareholders, Happ
Page 17 and 18: Dear Alibaba.com shareholders, When
Page 19 and 20: PEOPLE DEVELOPMENT In addition to o
Page 21 and 22: Global REACH We added 9.7 million r
Page 23 and 24: Management Discussion and Analysis
Page 25 and 26: Always Accessible The Alibaba.com p
Page 27 and 28: China Gold Supplier Gold Supplier S
Page 29 and 30: online through Alibaba.com’s whol
Page 31 and 32: We generate revenue primarily from
Page 33 and 34: The following table presents a brea
Page 35 and 36: Share-based compensation expense Th
Page 37 and 38: Net cash used in fi nancing activit
Page 39 and 40: Trust Trust is the cornerstone of e
Page 41 and 42: CHAIRMAN MA Yun, Jack, 45, is our c
Page 43 and 44: people officer of Alibaba Group in
Page 45 and 46: DEVELOPMENT OF COMPANY CULTURE Alib
Page 47 and 48: Passion Alibaba.com’s culture nur
Page 49 and 50: To cultivate human capital for smal
Page 51 and 52: 3. Volunteers from Alibaba.com visi
Page 53 and 54: CORPORATE GOVERNANCE REPORT CORPORA
Page 55 and 56: CORPORATE GOVERNANCE FRAMEWORK Alib
Page 57: Key principles/provisions/ practice
Page 61 and 62: Key principles/provisions/ practice
Page 69 and 70: DIRECTORS’ REPORT Our directors a
Page 71 and 72: DIRECTORS’ SERVICE CONTRACTS None
Page 73: 2. Long positions in shares and und
Page 76 and 77: DIRECTORS’ REPORT Particulars and
Page 78 and 79: DIRECTORS’ REPORT (vi) Minimum pe
Page 80 and 81: DIRECTORS’ REPORT (5) The weighte
Page 83 and 84: The above arrangements, which we ca
Page 85 and 86: The commission fees and revenue sha
Page 87 and 88: 7. New framework agreements for con
Page 90 and 91: Consolidated Income Statement For t
Page 92 and 93: Consolidated Balance Sheet As of De
Page 94 and 95: Balance Sheet As of December 31, 20
Page 96 and 97: Consolidated Statement of Changes i
Page 98 and 99: Consolidated Cash Flow Statement Fo
Page 100 and 101: Notes to the Financial Statements F
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Notes to the Financial Statements F
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21 PREPAYMENTS, DEPOSITS AND OTHER
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24 SHARE CAPITAL Equivalent Number
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27 SHARE-BASED COMPENSATION The Gro
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27 SHARE-BASED COMPENSATION (Contin
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31 DEFERRED TAX ASSETS AND LIABILIT
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33 CONTINGENCIES As of December 31,
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35 RELATED PARTY TRANSACTIONS (Cont
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36 BUSINESS COMBINATION UNDER COMMO
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Annual Report 2009 - Alibaba

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