Directors' Report - Alibaba

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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. 46
Key principle/practice CP/RBP Note How did Alibaba.com apply them? REMUNERATION OF DIRECTORS Remuneration Policy • Disclosure of information relating to directors’ remuneration policy Remuneration Committee RBP B.1.6 • Clear authority and duties CP B.1.3 • A majority of members are independent non-executive directors CP B.1.1 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 includes a large element of performance-based remuneration by reference to our Company’s financial and operational results as well as corporate goals, objectives and values. Details of our directors’ compensation packages are set out in note 10 to our consolidated financial statements on pages 107 to 109 of this Annual Report. Role and function: Note: CP denotes a code provision and RBP denotes a recommendated best practice To review the remuneration policy of our Company, and to 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; To 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); To make recommendations to our board in regard to the remuneration of non-executive directors, including director’s fees and any share-based awards; and To consider and approve the grant of share-based awards (including share options, restricted share units and restricted shares) to eligible participants pursuant to our share option scheme, restricted share unit scheme and share award scheme. 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. 47 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
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Page 35 and 36: PENG Yi Jie, Sabrina TSAI Chung, Jo
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Page 39 and 40: CULTURE DEVELOPMENT Alibaba.com has
Page 41 and 42: WE TRULY BELIEVE THAT SOCIAL RESPON
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FINANCIAL SUMMARY CONSOLIDATED INCO
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