Directors' Report - Alibaba

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CORPORATE GOVERNANCE REPORT CORPORATE GOVERNANCE PRACTICES The board of directors and management of Alibaba.com Limited (“Alibaba.com” or our “Company”, together with our subsidiaries, our “Group”) believe that corporate governance is fundamental to corporate success and the enhancement of shareholder value. Key elements of corporate governance include honesty, trust and integrity, openness, transparency, responsibility and accountability, mutual respect and commitment. We seek to promote a new business paradigm that embodies openness, transparency, sharing and responsibility. Our six core values (namely, Customer First, Teamwork, Embrace Change, Integrity, Passion and Commitment) also embody key elements of corporate governance and form the corporate DNA of Alibaba.com. These values hold no less true, and we apply them with no less determination and care, in the context of our corporate governance practices than in our business practices. In particular, we view integrity as one of our most important values, and are committed to upholding and continuously promoting integrity of our employees and integrity of our online marketplaces as safe and trusted places for our small business customers. We are also committed to maintaining and upholding good corporate governance in order to protect the interests of our customers, employees and shareholders. Our board of directors sets high standards for our directors, senior management and employees. Any conduct that compromises or attempts to compromise our culture and values will not be acceptable or tolerated. We abide strictly by the laws and regulations of China and the other jurisdictions where we operate, and we observe the guidelines and rules issued by regulatory authorities relevant to our business and our Company, such as those issued by the Ministry of Industry and Information Technology of the People’s Republic of China, the Hong Kong Securities and Futures Commission and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). OUR BOARD Our board is at the core of our corporate governance framework. It is responsible for providing high-level guidance and effective oversight to our management. Our board oversees specific areas affecting the interests of all shareholders including financial reporting and control, equity fund raising, recommendation/ declaration of dividend or other distributions, notifiable and connected transactions under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”) and capital reorganisation or other significant changes in the capital structure of our Company. Our board reviews and approves our Company’s strategies and business plans and authorizes management to execute them. Our management reports to our board and is responsible for our day-to-day operations. Our management, led by our chief executive officer and chief financial officer, is responsible for the management and administrative functions and day-to-day operations of our Company. Our board currently has 12 members, four of whom are independent non-executive directors. Biographical details of our directors are set out on pages 32 to 35 of this Annual Report and can be found on our website at http://ir.alibaba.com. COMPOSITION OF BOARD AND BOARD COMMITTEES Overall structure Remuneration Committee Audit Committee Note: 1. The board is led by the our chairman 2. The board delegates authorities to management 3. The management is led by our chief executive officer and chief financial officer Alibaba.com Limited Annual Report 2010 Board 42 Management Investment Management Committee Nomination Committee
Composition and attendance Directors Attendance during 2010 Non-executive director and chairman Board Audit Committee 43 Remuneration Committee Nomination Committee Investment Management Committee General Meetings MA Yun, Jack 1 3/5 2/2 1/2 1/2 Executive directors WEI Zhe, David 2 5/5 2/2 2/2 WU Wei, Maggie 5/5 2/2 2/2 LEE Shi-Huei, Elvis 2 5/5 2/2 DENG Kangming 3 5/5 2/2 PENG Yi Jie, Sabrina 4/5 2/2 Non-executive directors TSAI Chung, Joseph 4 4/5 4/4 3/3 2/2 2/2 TSOU Kai-Lien, Rose 5/5 1/2 OKADA, Satoshi 5/5 2/2 Independent non-executive directors NIU Gen Sheng 5 3/5 3/3 1/2 0/2 KWAUK Teh Ming, Walter 6 4/5 4/4 3/3 2/2 TSUEI, Andrew Tien Yuan 5/5 2/2 2/2 KWAN Ming Sang, Savio 4/5 3/4 2/2 1/2 Note: 1. Also chairman of the nomination committee 2. Resigned from the board on February 21, 2011 3. Resigned from the board on January 1, 2011 4. Also chairman of the investment management committee 5. Also chairman of the remuneration committee 6. Also chairman of the audit committee 7. General meetings include both annual general meeting and extraordinary general meeting CORPORATE GOVERNANCE FRAMEwORK Alibaba.com’s governance framework is supported by many internal guidelines, policies and procedures that have been carefully developed over the years, including, among others, the following: Terms of reference for the board and each board committee Guidelines on Dealings in Securities (for both directors and relevant employees) Code of Business Conduct Corporate Disclosure Guidelines Delegation of Management Functions Guidelines on Managing Investments Cash Management Policy We review our corporate governance practices regularly and implement changes and new measures as and when appropriate. Alibaba.com Limited Annual Report 2010
Page 3 and 4: 02 Financial and Operational Highli
Page 5 and 6: FINANCIAL HIGHLIGHTS Total register
Page 7 and 8: SEPTEMBER AUGUST Organized a big bu
Page 9 and 10: Award / Recognition Awarding Organi
Page 11 and 12: LEGAL ADVISERS Freshfields Bruckhau
Page 13 and 14: In closing, a word about the import
Page 15 and 16: A WINDOW ON THE GLOBAL MARKET MANAG
Page 17 and 18: were officially launched in the sec
Page 19 and 20: At the end of September 2010, we an
Page 21 and 22: Trust and safety With tens of milli
Page 23 and 24: Financial performance summary Reven
Page 25 and 26: Revenue from our international mark
Page 27 and 28: Product development expenses Our pr
Page 29 and 30: Profit attributable to equity owner
Page 31 and 32: In 2010, our capital expenditures d
Page 33 and 34: OUTLOOK Looking ahead to 2011, we f
Page 35 and 36: PENG Yi Jie, Sabrina TSAI Chung, Jo
Page 37 and 38: more than 30 years of global manage
Page 39 and 40: CULTURE DEVELOPMENT Alibaba.com has
Page 41 and 42: WE TRULY BELIEVE THAT SOCIAL RESPON
Page 43: GROWING A GREENER COMMUNITY
Page 47 and 48: Key principle/practice CP/RBP Note
Page 59 and 60: We firmly believe that a sound cont
Page 61 and 62: Upholding Alibaba values is somethi
Page 63 and 64: RESERVES Details of movements in th
Page 65 and 66: Note (continued): (2) These securit
Page 68 and 69: DIRECTORS’ REPORT SHARE-BASED INC
Page 70 and 71: DIRECTORS’ REPORT (ii) Participan
Page 72 and 73: DIRECTORS’ REPORT (b) Particulars
Page 74: DIRECTORS’ REPORT DIRECTORS’ IN
Page 77 and 78: We have also engaged our auditors t
Page 79 and 80: Under the New Cooperation Framework
Page 81 and 82: Unless the parties otherwise agree
Page 83: PURCHASE, SALE OR REDEMPTION OF THE
Page 86 and 87: CONSOLIDATED BALANCE SHEET As of De
Page 88 and 89: BALANCE SHEET As of December 31, 20
Page 90 and 91: CONSOLIDATED STATEMENT OF CHANGES I
Page 92 and 93: CONSOLIDATED CASH FLOw STATEMENT Fo
Page 94 and 95:
NOTES TO THE FINANCIAL STATEMENTS F
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FINANCIAL SUMMARY CONSOLIDATED INCO
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