Vision - Alibaba

72 Annual Report 2007
Composition
We are committed to the view that our board should include a balanced composition of executive and
non-executive directors (including independent non-executive directors), so that there is a strong independent
element on our board that can effectively exercise independent judgment. Our independent non-executive
directors together possess the requisite business knowledge and experience for their views to carry weight. Two
out of three of our independent non-executive directors have experience as directors of listed companies and the
third independent director is an executive with a multinational corporation and served as a senior audit partner in
a “big four” accounting fi rm, and therefore they will be able to provide impartial and professional advice to protect
the interests of our minority shareholders. In the interest of improving our corporate governance and in order to
further enhance the capability of our board to operate independently in the case of potential confl icting situations,
we plan to appoint an additional independent non-executive director with relevant e-commerce experience. As
mentioned in our prospectus issued on October 23, 2007, we have commenced a review of potential candidates
and aim to identify a suitable candidate for appointment to our board as soon as practicable, but in any event
within six months following our listing. However, as at the date of this Annual Report, we are still in the progress
of identifying a suitable candidate and will submit an application to the Stock Exchange for an extension of the
aforesaid six-month period to a further of nine months whenever appropriate in order to obtain suffi cient time to
identify a qualifi ed candidate. Our board currently consists of 13 directors as follows:
Executive directors 5
Non-executive directors 5
Independent non-executive directors 3
Total 13
Full biographical details of our directors are set out on pages 40 to 44 of this Annual Report.
Independence of INEDS
Each of our three independent non-executive directors has confi rmed in writing his independence from
Alibaba.com in accordance with the guidelines for assessing independence set out in rule 3.13 of the Listing
Rules. We are of the view that each of them meets these guidelines and is independent in accordance with the
terms of these guidelines.
Board meetings and individual attendances
Our board is scheduled to meet regularly at least four times a year, and directors will receive at least 14 days’
prior written notice of such meetings. For any ad hoc board meetings, directors are given as much notice as is
reasonable and practicable in the circumstances. All members of our board are given full and timely access to
relevant information and may seek independent professional advice at our expense, if necessary, in accordance
with pre-approved procedures.
Our company secretary assists in setting the agenda of board meetings. Minutes of board meetings are kept by
our company secretary and distributed to each director within a reasonable period.
Board members may submit proposals for inclusion on the agenda for consideration during board meetings.
Procedures are in place for all directors to have access to the advice and services of our company secretary.