CORPORATE GOVERNANCE REPORT - Alibaba
CORPORATE GOVERNANCE REPORT - Alibaba
CORPORATE GOVERNANCE REPORT - Alibaba
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<strong>Alibaba</strong>.com Limited Annual Report 2011<br />
<strong>CORPORATE</strong> <strong>GOVERNANCE</strong> <strong>REPORT</strong><br />
46<br />
Key principle/practice CP/RBP Note How did <strong>Alibaba</strong>.com apply them?<br />
Meetings<br />
• Regular meetings Our board meets regularly according to an annual meeting schedule fixed in<br />
consultation with all directors before the start of the year.<br />
• Minimum of four times a<br />
year<br />
• Active participation by a<br />
majority of directors<br />
Board Committees<br />
• Specific written terms of<br />
reference<br />
• Provision of board<br />
committees with sufficient<br />
resources to discharge their<br />
duties<br />
CP<br />
A.1.1<br />
A.1.3<br />
CP<br />
A.1.2<br />
RBP<br />
A.2.4<br />
CP<br />
A.1.5<br />
A.1.6<br />
CP<br />
A.1.4<br />
A.1.7<br />
A.6.3<br />
CP<br />
A.1.1<br />
CP<br />
B.1.1<br />
C.3<br />
RBP<br />
A.4.4<br />
CP<br />
B.1.4<br />
C.3.4<br />
D.2.1<br />
RBP<br />
A.4.6<br />
CP<br />
B.1.5<br />
C.3.6<br />
RBP<br />
A.4.7<br />
Note: CP denotes a code provision and RBP denotes a recommended best practice.<br />
Our board held five pre-scheduled meetings during 2011 (in March, May,<br />
August, November and December). In each case, our directors received at<br />
least 14 days’ written notice of meeting in advance. For other ad hoc board<br />
meetings, our directors were given as much notice as was reasonable and<br />
practicable in the circumstances. There were three ad hoc board meetings<br />
held in 2011.<br />
Our chairman, with the support of our executive directors, leads the process<br />
of setting the agenda of board meetings. Board members are always invited<br />
to comment on the agenda and may submit proposals for inclusion into the<br />
agenda for consideration during board meetings.<br />
Minutes of our board meetings always record in sufficient details the matters<br />
considered and decisions reached. They are kept by our company secretary<br />
and will be distributed to each director within a reasonable period after each<br />
meeting.<br />
Our directors are given full and timely access to relevant information<br />
including board papers and related materials. Procedures are in place for all<br />
directors to have access to the advice and services of our company secretary.<br />
Our directors may also seek independent professional advice at our expense,<br />
if necessary, in accordance with pre-approved procedures.<br />
All our regular board meetings were participated by a majority of directors,<br />
either in person or through other electronic means of communication. The<br />
attendance record of each director is set out on page 43 of this Annual<br />
Report.<br />
Our board has established four separate committees to oversee key aspects<br />
of our Company’s affairs:<br />
✓ Audit committee (established on October 12, 2007)<br />
✓ Remuneration committee (established on October 12, 2007)<br />
✓ Nomination committee (established on October 12, 2007)<br />
✓ Investment management committee (established on March 18, 2008)<br />
Written terms of reference of our audit committee, remuneration committee<br />
and nomination committee, covering each committee’s respective specific<br />
role, authority and functions, are available on our website.<br />
To discharge its dedicated function, each of our board committees has access<br />
to sufficient resources as and when required, including the services of outside<br />
advisors such as financial and legal advisors and valuers for obtaining the<br />
necessary professional advice at our cost.