Vision - Alibaba

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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 <strong>Alibaba</strong>.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.
Corporate Governance Report Since we were listed on November 6, 2007, we convened only one board meeting during the Relevant Period. The attendance record of each member of our board is set out below: Directors Attendance Percentage rate (Chairman and Non-executive Director) MA Yun, Jack 1/1 100% (Executive Director and Chief Executive Offi cer) WEI Zhe, David 1/1 100% (Executive Directors) WU Wei, Maggie 1/1 100% DAI Shan, Trudy 1/1 100% PENG Yi Jie, Sabrina 1/1 100% XIE Shi Huang, Simon 1/1 100% (Non-executive Directors) TSAI Chung, Joseph 1/1 100% TSUEI, Andrew Tien Yuan 1/1 100% TSOU Kai-Lien, Rose 1/1 100% OKADA, Satoshi 1/1 100% (Independent Non-executive Directors) LONG Yong Tu 1/1 100% NIU Gen Sheng 1/1 100% KWAUK Teh Ming, Walter 1/1 100% Appointment and re-election of directors Under code provision A.4.2 of the Code, every director, including those appointed for a specifi c term, should be subject to retirement by rotation at least once every three years. In accordance with this code provision and our articles of association, fi ve of our directors, namely WU Wei, Maggie, DAI Shan, Trudy, XIE Shi Huang, Simon, TSUEI, Andrew Tien Yuan and KWAUK Teh Ming, Walter, will retire from offi ce by rotation and, being eligible, will stand for re-election at our forthcoming annual general meeting. Others All of our directors have received a comprehensive and tailored induction to ensure full awareness of responsibilities under relevant law, the Listing Rules and other regulatory requirements and our business and governance policies. The same practice will apply to every new director appointed to our board in future. 73
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Financial and Operational Highlight
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orld’s leading nline marketplace
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CORPORATE HEADQUARTERS 6th Floor, C
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November Launched TradeManager inst
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Awards and Recognitions Awards and
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Global E-Commerce Leader Alibaba.co
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Along with other members of Alibaba
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2007 Financial highlights We achiev
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CEO’s Statement This mission star
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Global Trade Starts Here Alibaba.co
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BUSINESS ENVIRONMENT Buoyant China
Page 25 and 26: International marketplace operating
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Page 31 and 32: Management Discussion and Analysis
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Page 85 and 86: The Leading B2B E-Commerce Company
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