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Directors' Report - Alibaba

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CORPORATE GOVERNANCE REPORT<br />

Key principle/practice CP/RBP Note How did <strong>Alibaba</strong>.com apply them?<br />

Audit Committee<br />

• Clear authority and duties CP<br />

C.3.3<br />

• A majority of members are<br />

independent non-executive<br />

directors<br />

• Summary of Work<br />

Performed<br />

<strong>Alibaba</strong>.com Limited Annual <strong>Report</strong> 2010<br />

Role and function:<br />

Directors’ Responsibility for the Consolidation of Financial Statements<br />

• Directors’ responsibility for<br />

preparing the accounts<br />

• Auditors’ reporting<br />

responsibility in the<br />

auditors’ report<br />

CP<br />

C.1.2<br />

Note: CP denotes a code provision and RBP denotes a recommendated best practice<br />

Our audit committee is primarily responsible for assisting our board in<br />

providing an independent view of the effectiveness of our financial reporting<br />

process, internal control and risk management system, and for overseeing<br />

the audit process and performing other duties and responsibilities as<br />

assigned by our board. It meets regularly to review financial reporting,<br />

internal control and risk management matters and to this end has<br />

unrestricted access to both our external and internal auditors.<br />

Our audit committee has a total of three members, namely<br />

KWAUK Teh Ming, Walter (committee chairman), TSAI Chung, Joseph and<br />

KWAN Ming Sang, Savio with a majority of independent<br />

non-executive directors.<br />

Our audit committee held four meetings during the year. The attendance of<br />

its members is described on page 43 of this Annual <strong>Report</strong>.<br />

Our audit committee reviewed, considered and approved the following<br />

matters in its meetings held during the year:<br />

✓ Our Company’s unaudited quarterly, interim consolidated financial<br />

statements and audited annual consolidated financial statements, with a<br />

recommendation to the board for approval;<br />

✓ The terms of engagement and remuneration of our Company’s external<br />

auditors;<br />

✓ All connected transactions/continuing connected transactions of our<br />

Company;<br />

✓ Internal control and risk management plan and measures;<br />

✓ Internal audit plan and measures; and<br />

✓ Other compliance and corporate governance measures and practices.<br />

Our directors acknowledge their responsibility for preparing our consolidated<br />

financial statements and of ensuring that the preparation of our consolidated<br />

financial statements is in accordance with the statutory requirements and<br />

applicable standards.<br />

The statement of our auditors concerning their reporting responsibilities on<br />

our consolidated financial statements is set out in the Independent Auditor’s<br />

<strong>Report</strong> on page 82 of this Annual <strong>Report</strong>.<br />

50

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