Directors' Report - Alibaba

CORPORATE GOVERNANCE REPORT
Key principle/practice CP/RBP Note How did Alibaba.com apply them?
Meetings
• Regular meetings Our board meets regularly according to an annual meeting schedule
established after consultation with all directors before the start of the year.
• Minimum of four times a
year
• Active participation by a
majority of directors
Board Committees
• Specific written terms of
reference
• Provision of board
committees with sufficient
resources to discharge their
duties
CP
A.1.1
A.1.3
CP
A.1.2
RBP
A.2.4
CP
A.1.5
A.1.6
CP
A.1.4
A.1.7
A.6.3
CP
A.1.1
CP
B.1.1
C.3
RBP
A.4.4
CP
D.2.1
CP
B.1.5
C.3.6
RBP
A.4.7
Note: CP denotes a code provision and RBP denotes a recommendated best practice
Alibaba.com Limited Annual Report 2010
Our board held five pre-scheduled meetings during 2010 (in March, May,
August, November and December). In each case, our directors received at
least 14 days’ written notice of meeting in advance. For any ad hoc board
meetings, our directors will be given as much notice as is reasonable and
practicable in the circumstances. There was no ad hoc meeting of our board
in 2010.
Our chairman, with the support of our executive directors, leads the process
of setting the agenda of board meetings. Board members are invited to
comment on the agenda and may submit proposals for inclusion into the
agenda for consideration during board meetings.
Minutes of board meetings record in sufficient details the matters considered
and decisions reached. They are kept by our company secretary and
distributed to each director within a reasonable period after each meeting.
Our directors are given full and timely access to relevant information
including board papers and related materials. Procedures are in place for all
directors to have access to the advice and services of our company secretary.
They may also seek independent professional advice at our expense, if
necessary, in accordance with pre-approved procedures.
All our regular board meetings were participated by a majority of directors,
either in person or through other electronic means of communication. The
attendance record of each director is set out on page 43 of this Annual
Report.
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 will be
provided with sufficient resources when required, including the services of
outside advisors such as financial and legal advisors and valuers, to provide
the necessary professional advice at our cost.
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