CORPORATE GOVERNANCE REPORT - Alibaba

More documents

Recommendations

Info

Key principle/practice CP/RBP Note How did Alibaba.com apply them? Investment Management Committee • Not a requirement under the Corporate Governance Code • Summary of work performed COMPLIANCE WITH MODEL CODE FOR SECURITIES TRANSACTIONS • Compliance with the Model Code for Securities Transactions set out in Appendix 10 COMMUNICATIONS • Maintaining on-going and effective communication with shareholders CP A.5.4 Note: CP denotes a code provision and RBP denotes a recommended best practice. Alibaba.com Limited Annual Report 2011 Role and Function: To review and approve (if appropriate) investment project according to our Guidelines on Managing Investments and the authority and limits delegated by our board; and To review and make recommendations to our board on suitable investment opportunities and projects. Our investment management committee has a total of four members, namely TSAI Chung, Joseph (committee chairman), MA Yun, Jack, WU Wei, Maggie and TSUEI, Andrew Tien Yuan. During the year, the investment management committee held one meeting and the attendance of its members is described on page 43 of this Annual Report. Our investment management committee reviewed and considered various potential investment opportunities and projects of our Company, including, among others, the acquisition of a 25% equity interest in Sinosoft Technology Group Ltd. We adopted our own Guidelines on Dealings in Securities on terms no less exacting than the required standard set out in the Model Code for Securities Transactions by Directors of Listed Issuers (“Model Code for Securities Transactions”) as set out in Appendix 10 of the Listing Rules in respect of dealings in the securities of our Company by our directors and relevant employees (which include key management staff and employees working in functional departments/business units who may handle or come into pricesensitive information of our Company from time to time, such as those from the finance department). According to our specific enquiry, all directors have complied with the required standard set out in the Model Code for Securities Transactions and our Guidelines on Dealings in Securities regarding transactions involving our securities. Our board endeavors to uphold transparent communications with our shareholders for them to make informed decisions about their investments and the exercise of their rights as shareholders, including voting their shares. We establish and maintain different communication channels with our shareholders through the publication of annual and interim reports, announcements as well as news releases to provide extensive information on Alibaba.com’s activities, business strategies and developments. The information is also available on our website: http://ir.alibaba.com. In October 2011, we organized a visit to our corporate campus in Hangzhou for a small group of individual shareholders who had expressed a keen interest to know our Company in greater depth in our 2011 annual general meeting. These shareholders visited not only our corporate campus but also our customers so as to understand more about Alibaba.com’s business and services. Further, as we value our shareholders’ feedback, we arranged an interactive session for these shareholders to meet, discuss business strategies and exchange views with our management. 53
Alibaba.com Limited Annual Report 2011 CORPORATE GOVERNANCE REPORT 54 Key principle/practice CP/RBP Note How did Alibaba.com apply them? • Use general meetings for communication and encourage shareholders’ participation Our board welcomes the views of shareholders on matters affecting Alibaba.com and encourages them to attend shareholder meetings to communicate any concerns that they might have directly to our directors. We regard shareholder meetings as a valuable forum for our shareholders to raise comments and exchange views with our board. Our directors and senior management always make an effort to be present at shareholder meetings to address queries from our shareholders. Our 2011 annual general meeting was held at Grand Ballroom, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on May 14, 2011 at 10:00 a.m. The matters resolved thereat are summarized as follows: ✓ Receipt and adoption of the audited financial statements together with the directors’ report and the independent auditor’s report for the year ended December 31, 2010; ✓ Re-election of LU Zhaoxi, Jonathan, WU Wei, Maggie, SHAO Xiaofeng, PENG Yi Jie, Sabrina, KWAUK Teh Ming, Walter and TSUEI, Andrew Tian Yuan as directors (by way of separate resolutions); ✓ Authorization of the board to fix the remuneration of our directors, subject to a maximum aggregate amount of RMB5,000,000; ✓ Re-appointment of PricewaterhouseCoopers as our auditors and authorization of the board to fix their remuneration; ✓ Approval of the grant of a general mandate to our directors for the issue of new securities not exceeding 10% of the aggregate nominal amount of our issued share capital as at the date of our 2011 annual general meeting; ✓ Approval of the grant of a general mandate to our directors for the repurchase of shares not exceeding 10% of the aggregate nominal amount of our issued share capital as at the date of our 2011 annual general meeting; and ✓ Confirmation of the maximum number of shares for issue under our restricted share unit scheme. SHAREHOLDERS’ RIGHTS • Procedure for voting by poll All resolutions put forward at our annual general meeting were conducted by way of poll in accordance with the requirements of the Listing Rules. Poll results were published and posted on the Hong Kong Stock Exchange’s website and our website. Computershare Hong Kong Investor Services Limited was appointed the scrutineer to monitor and count the votes cast by poll at our 2011 annual general meeting. INVESTOR RELATIONS • Maintaining close Alibaba.com places a great deal of importance on communication with communications with shareholders and investors. We have an investor relations team, which is investors primarily responsible for day-to-day contact with shareholders, investors and analysts through an array of investor relations programs. We strive to provide open, ongoing and effective communication with shareholders and investors. We are also dedicated to handling investor enquiries and providing clear and timely information through a number of channels, including one-on-one or small group meetings, teleconference, investor relations website, email and hotline. Note: CP denotes a code provision and RBP denotes a recommended best practice.
Page 1 and 2: Alibaba.com Limited Annual Report 2
Page 11: Alibaba.com Limited Annual Report 2
Page 15: Alibaba.com Limited Annual Report 2

CORPORATE GOVERNANCE REPORT - Alibaba

Create successful ePaper yourself

Delete template?

Save as template?