CORPORATE GOVERNANCE REPORT - Alibaba

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Key principle/practice CP/RBP Note How did Alibaba.com apply them? Responsibilities of Directors • Induction program for new directors • Update directors with the latest developments in the regulatory environment and the market • Directors’ and officers’ liability insurance CP A.5.1 RBP A.5.5 RBP A.1.9 Appointments and Re-election of Directors • Non-executive directors should be appointed for a specific term and be subject to re-election • Every director should be subject to retirement by rotation at least once every three years CP A.4.1 CP A.4.2 Note: CP denotes a code provision and RBP denotes a recommended best practice. Alibaba.com Limited Annual Report 2011 Three new directors, namely LU Zhaoxi, Jonathan, SHAO Xiaofeng and YE Peng joined our board during the year. All of them received the required induction and training after their appointment, which were aimed to ensure their proper understanding of our operations and business, full awareness of their responsibilities under law, the Listing Rules and other applicable legal and regulatory requirements, as well as our business and governance policies. As part of the continuing professional development program, our directors attended two regulatory update sessions conducted by our external legal advisors in August and December 2011. These updates related to the latest amendments to the Listing Rules and disclosure of price-sensitive information. We have continued to maintain appropriate directors’ and officers’ liability insurance based on our assessment of the needs and characteristics of our business operations and the assessed exposures. Our non-executive directors were appointed for a specific term of not more than three years, subject to the re-election requirements under our articles of association as described below and the Listing Rules. We set out each non-executive director’s term of appointment clearly in his or her appointment letter. Article 130 of our articles of association stipulates, among other things, that every director is subject to retirement by rotation at least once every three years. Retiring directors, being eligible, may stand for re-election at the general meeting at which they retire. In accordance with the provisions of the Corporate Governance Code and our articles of association, four directors, namely, WU Wei, Maggie, PENG Yi Jie, Sabrina, KWAUK Teh Ming, Walter and TSUEI, Andrew Tian Yuan retired from office by rotation in our 2011 annual general meeting. In addition, LU Zhaoxi, Jonathan and SHAO Xiaofeng, being directors appointed by our board to fill the casual vacancy in early 2011, had to stand for re-election in the then next available general meeting of our Company. All of these six directors were re-elected by shareholders in our 2011 annual general meeting. If Alibaba.com remains listed on the Hong Kong Stock Exchange, four of our directors, namely TSAI Chung, Joseph, OKADA, Satoshi, NIU Gen Sheng and KWAN Ming Sang, Savio will retire from office by rotation in accordance with article 130 of our articles of association in our next annual general meeting which is expected to be held by the end of June 2012. NIU Gen Sheng, who wishes to spend more time on his own personal engagements and other commitments, will not offer himself for re-election. All other retiring directors, being eligible, will offer themselves and stand for re-election at the same meeting. Further, YE Peng, being director appointed by our board to fill the casual vacancy in late 2011, will also offer himself and stand for re-election in accordance with article 114 of our articles of association. 45
Alibaba.com Limited Annual Report 2011 CORPORATE GOVERNANCE REPORT 46 Key principle/practice CP/RBP Note How did Alibaba.com apply them? Meetings • Regular meetings Our board meets regularly according to an annual meeting schedule fixed in consultation with all directors before the start of the year. • Minimum of four times a year • Active participation by a majority of directors Board Committees • Specific written terms of reference • Provision of board committees with sufficient resources to discharge their duties CP A.1.1 A.1.3 CP A.1.2 RBP A.2.4 CP A.1.5 A.1.6 CP A.1.4 A.1.7 A.6.3 CP A.1.1 CP B.1.1 C.3 RBP A.4.4 CP B.1.4 C.3.4 D.2.1 RBP A.4.6 CP B.1.5 C.3.6 RBP A.4.7 Note: CP denotes a code provision and RBP denotes a recommended best practice. Our board held five pre-scheduled meetings during 2011 (in March, May, August, November and December). In each case, our directors received at least 14 days’ written notice of meeting in advance. For other ad hoc board meetings, our directors were given as much notice as was reasonable and practicable in the circumstances. There were three ad hoc board meetings held in 2011. Our chairman, with the support of our executive directors, leads the process of setting the agenda of board meetings. Board members are always invited to comment on the agenda and may submit proposals for inclusion into the agenda for consideration during board meetings. Minutes of our board meetings always record in sufficient details the matters considered and decisions reached. They are kept by our company secretary and will be distributed to each director within a reasonable period after each meeting. Our directors are given full and timely access to relevant information including board papers and related materials. Procedures are in place for all directors to have access to the advice and services of our company secretary. Our directors may also seek independent professional advice at our expense, if necessary, in accordance with pre-approved procedures. All our regular board meetings were participated by a majority of directors, either in person or through other electronic means of communication. The attendance record of each director is set out on page 43 of this Annual Report. Our board has established four separate committees to oversee key aspects of our Company’s affairs: ✓ Audit committee (established on October 12, 2007) ✓ Remuneration committee (established on October 12, 2007) ✓ Nomination committee (established on October 12, 2007) ✓ Investment management committee (established on March 18, 2008) Written terms of reference of our audit committee, remuneration committee and nomination committee, covering each committee’s respective specific role, authority and functions, are available on our website. To discharge its dedicated function, each of our board committees has access to sufficient resources as and when required, including the services of outside advisors such as financial and legal advisors and valuers for obtaining the necessary professional advice at our cost.
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CORPORATE GOVERNANCE REPORT - Alibaba

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