Vision - Alibaba

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74 Annual Report 2007 We have appointed N M Rothschild & Sons (Hong Kong) Limited as our compliance adviser, who shall provide our board with professional advice and guidance in respect of compliance with the Listing Rules and applicable laws. We also provide important updates to all directors when necessary to ensure that they are fully aware of any changes in the business and regulatory environment in places where <strong>Alibaba</strong>.com conducts its business. We maintain appropriate directors’ and offi cers’ liabilities insurance commensurate with our business operations and assessed exposures. CHAIRMAN AND CHIEF EXECUTIVE OFFICER To avoid the concentration of power in any single individual, the positions of chairman and chief executive offi cer are held by two different individuals who have distinct and separate roles. Our chairman, MA Yun, Jack is responsible for ensuring that our board properly discharges its responsibilities and conforms to good corporate governance practices and procedures. As the chairman of our board, he is also responsible for making sure that all directors are properly briefed on issues arising at our board meetings, and that all directors receive accurate, timely and reliable information. Our chief executive offi cer, WEI Zhe, David is responsible for providing leadership for the senior management team and for implementing the policies and development strategies approved by our board. NON-EXECUTIVE DIRECTORS Our non-executive directors are appointed for a specifi c term of not more than three years and are subject to retirement by rotation as provided in our articles of association. REMUNERATION OF DIRECTORS Role and function of remuneration committee Our remuneration committee, established by our board on October 12, 2007, has the following principal responsibilities: (i) making recommendations to our board on policy and structure for all remuneration of directors and senior management and on the establishment of a formal and transparent procedure for developing a policy on such remuneration; (ii) determining the specifi c remuneration packages of our executive directors and senior management; (iii) reviewing and approving performance-based remuneration by reference to corporate goals and objectives resolved by the directors from time to time; and (iv) considering and approving the grant of share options and restricted share units to eligible participants pursuant to our share option scheme and restricted share unit scheme. We have adopted written terms of reference, which clearly defi ne the role, authority and function of our remuneration committee. We have posted the terms of reference on our website.
Corporate Governance Report Composition of remuneration committee Our remuneration committee, consisting of NIU Gen Sheng (also the chairman), TSAI Chung, Joseph and KWAUK Teh Ming, Walter (all being non-executive directors), has a majority composition of independent non-executive directors. Summary of work performed During the Relevant Period, our remuneration committee reviewed the share-based compensation proposal for providing incentives to staff of <strong>Alibaba</strong>.com and recommended it to our board for approval. It also reviewed and approved the remuneration packages of our executive directors. Meetings and individual attendances Our remuneration committee convened one committee meeting during Relevant Period. The attendance record of each member of the committee is set out below: Committee Members Attendance Percentage rate (Independent Non-executive Director) NIU Gen Sheng 1/1 100% (Non-executive Director) TSAI Chung, Joseph 1/1 100% (Independent Non-executive Director) KWAUK Teh Ming, Walter 1/1 100% Remuneration policy The emoluments of our directors are determined with reference to factors including their skills, knowledge and experience, the time commitment, duties and responsibilities required of them and the prevailing market conditions. A performance-based element is considered instrumental in aligning the interests of individuals with ours and will be built into top-management compensation. NOMINATION OF DIRECTORS Role and function of nomination committee Our nomination committee, established by our board on October 12, 2007, is principally responsible for leading the process for board appointments and for identifying and nominating for the approval of our board candidates for appointment. It assesses the independence of independent non-executive directors and makes recommendations to our board on relevant matters relating to the appointment or re-appointment of directors and succession planning for directors, in particular the chairman and chief executive offi cer. Written terms of reference, which clearly defi ne its role, authority and function, were adopted for our nomination committee and posted on our website. Composition of Nomination Committee Our nomination committee consists of non-executive directors, MA Yun, Jack (who is the committee chairman), LONG Yong Tu and NIU Gen Sheng, a majority of whom are independent non-executive directors. 75
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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
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International marketplace operating
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