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CORPORATE GOVERNANCE REPORT<br />
CORPORATE GOVERNANCE CODE COMPLIANCE<br />
Throughout 2010, we have applied the principles and complied with all the applicable code provisions of the Code on Corporate<br />
Governance Practices (“Corporate Governance Code”) as set out in Appendix 14 of the Listing Rules, and where appropriate, adopted<br />
the recommended best practices.<br />
Despite removal of the requirement for a qualified accountant under the Listing Rules effective January 1, 2009, we continue to maintain<br />
a team of suitably qualified accounting professionals (including our prior qualified accountant) to oversee our financial reporting and<br />
other accounting-related issues in accordance with the relevant laws, rules and regulations.<br />
Set out below are some of the key corporate governance principles and practices we have complied with. They include major aspects of<br />
the code provisions as well as certain recommended best practices under the Corporate Governance Code.<br />
Key principle/practice CP/RBP Note How did <strong>Alibaba</strong>.com apply them?<br />
BOARD OF DIRECTORS<br />
Key Leadership<br />
• Clear division of the<br />
positions of the chairman<br />
and chief executive officer<br />
Independence of Directors<br />
• Meet guidelines on<br />
independence in rule 3.13<br />
of the Listing Rules<br />
CP<br />
A.2.1<br />
A.2.2<br />
A.2.3<br />
RBP<br />
A.2.4<br />
A.2.5<br />
RBP<br />
A.3.2<br />
RBP<br />
A.4.5(c)<br />
Note: CP denotes a code provision and RBP denotes a recommendated best practice<br />
<strong>Alibaba</strong>.com Limited Annual <strong>Report</strong> 2010<br />
To avoid the over concentration of power in any single individual, the<br />
positions of chairman and chief executive officer in <strong>Alibaba</strong>.com are held<br />
by two different individuals who have distinct and separate roles. Our<br />
chairman, MA Yun, Jack provides leadership for our board and is responsible<br />
for ensuring our board works effectively, discharges its responsibilities and<br />
conforms to good corporate governance practices and procedures. As the<br />
chairman of our board, he also seeks to ensure, with the support of our<br />
executive directors, that all directors are properly briefed on issues arising<br />
at our board meetings, and that all directors receive accurate, timely and<br />
reliable information. Our chief executive officer (previously WEI Zhe, David<br />
and currently LU Zhaoxi, Jonathan), is responsible for providing leadership<br />
for the senior management team, for strategic planning of different business<br />
functions and for implementing the policies and development strategies<br />
approved by our board.<br />
Not less than one-third of our board is comprised of independent nonexecutive<br />
directors.<br />
Each independent non-executive director has confirmed his independence<br />
with the Stock Exchange upon his appointment pursuant to the Listing Rules.<br />
Each independent non-executive director has also made an annual<br />
confirmation of independence taking into account the factors for assessing<br />
independence and in accordance with the requirements set out in rule 3.13<br />
of the Listing Rules.<br />
Our nomination committee made an annual assessment on the<br />
independence of all independent non-executive directors, taking into<br />
account, among other things, their annual confirmation of independence<br />
declared pursuant to rule 3.13 of the Listing Rules. The committee confirmed<br />
that each independent non-executive director was able to meet the<br />
requirements under rule 3.13 of the Listing Rules and has continued to be<br />
independent.<br />
Our board members are unrelated to each other and to the senior<br />
management in all respects, whether financial, business, or family.<br />
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