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Vision - Alibaba

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74 Annual Report 2007<br />

We have appointed N M Rothschild & Sons (Hong Kong) Limited as our compliance adviser, who shall provide<br />

our board with professional advice and guidance in respect of compliance with the Listing Rules and applicable<br />

laws. We also provide important updates to all directors when necessary to ensure that they are fully aware of any<br />

changes in the business and regulatory environment in places where <strong>Alibaba</strong>.com conducts its business.<br />

We maintain appropriate directors’ and offi cers’ liabilities insurance commensurate with our business operations<br />

and assessed exposures.<br />

CHAIRMAN AND CHIEF EXECUTIVE OFFICER<br />

To avoid the concentration of power in any single individual, the positions of chairman and chief executive<br />

offi cer are held by two different individuals who have distinct and separate roles. Our chairman, MA Yun, Jack is<br />

responsible for ensuring that our board properly discharges its responsibilities and conforms to good corporate<br />

governance practices and procedures. As the chairman of our board, he is also responsible for making sure that<br />

all directors are properly briefed on issues arising at our board meetings, and that all directors receive accurate,<br />

timely and reliable information. Our chief executive offi cer, WEI Zhe, David is responsible for providing leadership<br />

for the senior management team and for implementing the policies and development strategies approved by our<br />

board.<br />

NON-EXECUTIVE DIRECTORS<br />

Our non-executive directors are appointed for a specifi c term of not more than three years and are subject to<br />

retirement by rotation as provided in our articles of association.<br />

REMUNERATION OF DIRECTORS<br />

Role and function of remuneration committee<br />

Our remuneration committee, established by our board on October 12, 2007, has the following principal<br />

responsibilities:<br />

(i) making recommendations to our board on policy and structure for all remuneration of directors and senior<br />

management and on the establishment of a formal and transparent procedure for developing a policy on<br />

such remuneration;<br />

(ii) determining the specifi c remuneration packages of our executive directors and senior management;<br />

(iii) reviewing and approving performance-based remuneration by reference to corporate goals and objectives<br />

resolved by the directors from time to time; and<br />

(iv) considering and approving the grant of share options and restricted share units to eligible participants<br />

pursuant to our share option scheme and restricted share unit scheme.<br />

We have adopted written terms of reference, which clearly defi ne the role, authority and function of our<br />

remuneration committee. We have posted the terms of reference on our website.

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