Directors' Report - Alibaba

CORPORATE GOVERNANCE REPORT
Key principle/practice CP/RBP Note How did Alibaba.com apply them?
• Summary of Work
Performed
NOMINATION OF DIRECTORS
Nomination Committee
• Clear authority and duties RBP
A.4.5
• A majority of members are
independent non-executive
directors
RBP
A.4.4
Alibaba.com Limited Annual Report 2010
Our remuneration committee held three meetings during the year. The
attendance of its members is described on page 43 of this Annual Report.
During the meetings held in 2010, 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 year-end
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 2010 annual general meeting;
✓ Reviewed and proposed a share award scheme for the directors of our
Company and subsidiaries to our board for approval; and
✓ Reviewed and proposed amendments to our share option scheme
and restricted share unit scheme, and proposed a refreshment of the
combined limit under both schemes to 156 million shares.
Role and function:
Note: CP denotes a code provision and RBP denotes a recommendated best practice
To lead the process for board appointments;
To identify and nominate candidates for appointment to our board;
To assess the independence of independent non-executive directors; and
To make recommendations to our board on relevant matters relating to the
appointment or re-appointment of directors and succession planning for
directors.
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.
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