ALIBABA GROUP OFFERINGS  

CORPORATE GOVERNANCE

BOARD OF DIRECTORS


Members of the Board


Nomination, Election and Removal of Directors




A. MEMBERS OF THE BOARD



Jack Yun MAExecutive Chairman

Jack Ma is our lead founder and, since May 2013, has served as our executive chairman. From our founding in 1999 until May 2013, Jack served as our chairman and chief executive officer. He is also the founder of the Zhejiang-based Jack Ma Foundation.

Jack currently serves on the board of SoftBank Corp., a Japanese corporation listed on the Tokyo Stock Exchange. He is also a member of the Foundation Board of the World Economic Forum, a member of the board of the Breakthrough Energy Ventures, chairman of the Zhejiang Chamber of Commerce, as well as chairman of the China Entrepreneur Club. In January 2016, he was named a Sustainable Development Goals (SDGs) advocate by the United Nations. In September 2016, he was named special adviser of the United Nations Conference on Trade and Development (UNCTAD) for Youth Entrepreneurship and Small Business, which holds the rank of assistant secretary-general of the United Nations.

Jack graduated from Hangzhou Teacher's Institute with a major in English language education.

Joseph C. TSAIExecutive Vice Chairman

Joe Tsai joined our company in 1999 as a member of the Alibaba founding team and has served as our executive vice chairman since May 2013. He has been a non-executive director of Alibaba Health since September 2015. He previously served as our chief financial officer and has been a member of our board of directors since our formation.

From 1995 to 1999, Joe worked in Hong Kong with Investor AB, the main investment vehicle of Sweden’s Wallenberg family, where he was responsible for Asian private equity investments. Prior to that, he was vice president and general counsel of Rosecliff, Inc., a management buyout firm based in New York. From 1990 to 1993, Joe was an associate attorney in the tax group of Sullivan & Cromwell LLP, a New York-based international law firm. Joe serves on the boards of directors of several of our investee companies.

Joe is qualified to practice law in the State of New York. He received his bachelor’s degree in Economics and East Asian Studies from Yale College and a juris doctor degree from Yale Law School.

Daniel Yong ZHANGDirector and Chief Executive Officer

Daniel Zhang joined Alibaba Group in 2007 and was named chief executive officer in May 2015. He serves on Alibaba Group’s board of directors and is a founding member of the Alibaba Partnership.

Over the years, Daniel has held top management positions across the organization, most recent serving as chief operating officer. In this role, Daniel oversaw the operations of all Alibaba Group businesses in China and internationally. He led the company’s ongoing transition to mobile and built Cainiao Network, a comprehensive global logistics network. Daniel also leads several of Alibaba Group’s strategic investments, including Haier, Intime Retail and Singapore Post.

Daniel first joined the company as chief financial officer of Taobao Marketplace in August 2007. In 2008, he was appointed chief operating officer of Taobao Marketplace and general manager of Taobao Mall. Under Daniel’s leadership, Taobao Mall rapidly became one of Alibaba Group’s most important businesses. When Taobao Mall was rebranded as Tmall.com and became an independent business unit, Daniel was named president of Tmall.com. Daniel was the key architect of 11.11, Alibaba Group’s annual signature event on November 11 and the world’s largest online shopping phenomenon.

Daniel is chairman of Intime Retail, a company listed on SEHK, and serves on the boards of Haier, a company listed on SEHK, and Weibo, a company listed on NYSE.

Before joining Alibaba Group, Daniel served as chief financial officer of Shanda Interactive Entertainment Limited, an online game developer and operator then listed on NASDAQ. Prior to that he was a senior manager at PricewaterhouseCoopers’ Audit and Business Advisory Division in Shanghai.

Daniel received a bachelor’s degree in finance from Shanghai University of Finance and Economics.

J. Michael EVANSDirector and President

J. Michael Evans was named president of our company in August 2015. As president, Michael is responsible for leading and executing Alibaba Group’s international growth strategy for globalizing the company and expanding its business outside of China. He also serves as a member of Alibaba’s board, having served as an independent director since the company’s initial public offering in September 2014.

Michael served as vice chairman of The Goldman Sachs Group, Inc. from February 2008 until his retirement in December 2013. He served as chairman of Asia operations at Goldman Sachs from 2004 to 2013 and was the global head of Growth Markets at Goldman Sachs from January 2011 to December 2013. He also co-chaired the Business Standards Committee of Goldman Sachs from 2010 to 2013. Michael joined Goldman Sachs in 1993, became a partner of the firm in 1994 and held various leadership positions within the firm's securities business while based in New York and London, including global head of equity capital markets and global co-head of the equities division, and global co-head of the securities business.

Michael is a board member of City Harvest. He is also a trustee of the Asia Society and a member of the Advisory Council for the Bendheim Center for Finance at Princeton University. He joined the board of Barrick Gold Corporation in August 2014 and was appointed as an independent board member of Castleton Commodities International LLC in October 2014.

Michael received his bachelor's degree in politics from Princeton University in 1981.

Masayoshi SONDirector

Masayoshi Son has been our director since 2000 and is the founder, chairman and chief executive officer of SoftBank Group Corp., a Japanese corporation listed on the Tokyo Stock Exchange, with operations in broadband, mobile and fixed-line telecommunications, e-commerce, Internet, technology services, media and marketing, and other businesses. Mr. Son founded SoftBank Group Corp. in 1981.

Mr. Son also serves as director of several other SoftBank subsidiaries and affiliates, including serving as chairman of SoftBank Group Corp as well as director of Yahoo Japan Corporation since 1996, and chairman of the board of Sprint Corporation since 2013.

Mr. Son received a bachelor’s degree in Economics from the University of California, Berkeley.

Eric Xiandong JINGDirector

Eric Xiandong Jing has been our director since September 2016. He is currently chief executive officer of Ant Financial Services.

Prior to his current position, Mr. Jing served as president of Ant Financial Services from June 2015 to October 2016, and chief operating officer of Ant Financial Services from October 2014 to June 2015. Prior to that, he served as Alipay's chief financial officer. Before joining Alipay in September 2009, he was senior corporate finance director and corporate finance vice president of Alibaba.com from 2007 to 2009.

Previously, Mr. Jing was the chief financial officer of Guangzhou Pepsi Cola Beverage Co. from 2004 to 2006. He also held management positions in several Coca-Cola bottling companies across China.

Currently, Mr. Jing also serves as a director of Hundsun Technologies, a company listed on the Shanghai Stock Exchange.

Mr. Jing received an MBA degree from the Carlson School of Management at the University of Minnesota and a bachelor’s degree in economics from Shanghai Jiao Tong University.

Chee Hwa TUNGIndependent Director

Chee Hwa Tung has been our director since September 2014. He is also the Vice Chairman of the Twelfth National Committee of the Chinese People's Political Consultative Conference of the PRC, which is an important institution of multiparty cooperation and political consultation in the PRC.

Mr. Tung is the Founding Chairman of the China-United States Exchange Foundation, which is a non-profit organization registered in Hong Kong to promote understanding and strengthening relationships between China and the United States. He also serves in various public sector and advisory positions, including as a member of the J.P. Morgan International Council, the China Development Bank International Advisory Committee and the Advisory Board of the Schwarzman Scholars Program at Tsinghua University. Prior to these appointments, Mr. Tung served as the First Chief Executive of the Hong Kong Special Administrative Region from July 1997 to March 2005.

Mr. Tung had a successful and distinguished career in business, including serving as the Chairman and Chief Executive Officer of Orient Overseas (International) Limited, an SEHK-listed company with its principal business activities in container transport and logistics services on a global scale.

Mr. Tung is also the chairman and director of Our Hong Kong Foundation Limited, a non-government, non-profit organization dedicated to promoting the long-term and overall interests of Hong Kong. He received a bachelor’s degree in science from the University of Liverpool.

Walter Teh Ming KWAUKIndependent Director

Walter Kwauk has been our director since September 2014. He previously served as an independent non-executive director and chairman of the audit committee of Alibaba.com Limited, one of our subsidiaries, which was listed on the SEHK, from October 2007 to July 2012.

Mr. Kwauk is currently a senior adviser of Motorola Solutions (China) Co., Ltd. and serves as an independent non-executive director of Sinosoft Technology Group Limited, a company listed on the SEHK, and WuXi Biologics (Cayman) Inc., a company listed on the SEHK, both of which Mr. Kwauk is also the chairman of their audit committees; and several private companies.

Mr. Kwauk was a vice president of Motorola Solutions, Inc. and its director of corporate strategic finance and tax, Asia Pacific from 2003 to 2012. Mr. Kwauk served with KPMG from 1977 to 2002 and held a number of senior positions, including the general manager of KPMG's joint venture accounting firm in Beijing, the managing partner in KPMG's Shanghai office and a partner in KPMG's Hong Kong Office.

Mr. Kwauk is a member of the Hong Kong Institute of Certified Public Accountants. He received a bachelor's degree in science and a licentiate's degree in accounting from the University of British Columbia.

Jerry YANGIndependent Director

Jerry Yang has been our director since September 2014. He previously served as our director from October 2005 to January 2012.

Since March 2012, Mr. Yang has served as the founding partner of AME Cloud Ventures, a venture capital firm. Mr. Yang is a co-founder of Yahoo! Inc., and served as Chief Yahoo! and as a member of its board of directors from March 1995 to January 2012. In addition, he served as Yahoo!’s Chief Executive Officer from June 2007 to January 2009. From January 1996 to January 2012, Mr. Yang served as a director of Yahoo! Japan.

Mr. Yang also served as an independent director of Cisco Systems, Inc. from July 2000 to November 2012. He is currently an independent director of Workday Inc., a company listed on the New York Stock Exchange, and Lenovo Group Ltd., a company listed on the SEHK. He also serves as a director of various private companies and foundations.

Mr. Yang received a bachelor’s degree and a master’s degree in electrical engineering from Stanford University and served on Stanford University’s board of trustees from October 2005 to September 2015.

Börje E. EKHOLMIndependent Director

Börje E. Ekholm has been our director since June 2015.

Mr. Ekholm is currently the president and chief executive officer of Ericsson. Prior to his current position, he was head of Patricia Industries, a newly created division of Investor AB, a Swedish investment company, where he has held a variety of management positions since joining the firm in 1992.

Mr. Ekholm previously served as president and chief executive officer and a member of the board of directors of Investor AB. Prior to becoming president and chief executive officer in 2005, Mr. Ekholm was a member of the management group of Investor AB. Previously, Mr. Ekholm worked at McKinsey & Co. Inc.

Mr. Ekholm currently serves as a member of the board of Ericsson and as a member of the board of trustees of the private school Choate Rosemary Hall.

Mr. Ekholm received a master's degree in electrical engineering from KTH Royal Institute of Technology and a master's degree in business administration from INSEAD.

Wan Ling MARTELLOIndependent Director

Wan Ling Martello has been our director since September 2015.

Ms. Martello is currently the executive vice president, head of zone Asia, Oceania, Sub-Saharan Africa of Nestlé S.A. Prior to this appointment, she was executive vice president, chief financial officer of Nestlé S.A., and joined the company in November 2011. Before joining Nestlé S.A., Ms. Martello worked at Wal-mart Stores Inc. from 2005 to 2011 where she served as executive vice president, global e-commerce, and senior vice president and chief financial officer, Walmart International, at different times. Prior to that, Ms. Martello worked at NCH Marketing Services Inc. from 1998 to 2005 and Borden Foods Corporation from 1995 to 1998, where she held various senior management positions. Previously, she worked at Kraft Foods, Inc. from 1985 to 1995.

Ms. Martello received a master’s degree in business administration (management information systems) from the University of Minnesota and a bachelor’s degree in business administration and accountancy from the University of the Philippines. She is a certified public accountant in the Philippines.



B. NOMINATION, ELECTION AND REMOVAL OF DIRECTORS

Election of Directors

Our articles of association, as currently in effect or may be amended in accordance with its terms from time to time, provide that persons standing for election as directors at a duly constituted general meeting with requisite quorum shall be elected by an ordinary resolution of our shareholders, which requires the affirmative vote of a simple majority of the votes cast on the resolution by the shareholders entitled to vote who are present in person or by proxy at the meeting.

Classified Board

Our articles of association provide that our board of directors is divided into three groups designated as Group I, Group II and Group III with as nearly equal a number of directors in each group as possible.

The directors assigned to the different groups and their terms of office are as follows:

Group I
  • Joseph Tsai
  • Michael Evans
  • Eric Jing
  • Börje Ekholm
Until our 2018 annual general meeting of shareholders
Group II
  • Daniel Zhang
  • Chee Hwa Tung
  • Jerry Yang
  • Wan Ling Martello
Until our 2019 annual general meeting of shareholders
Group III
  • Jack Ma
  • Masayoshi Son
  • Walter Kwauk
Until our 2017 annual general meeting of shareholders

Commencing with the first annual general meeting of shareholders following the Articles Effectiveness Date, each director of each group the term of which shall then expire shall, upon the expiration of his or her term, be eligible for re-election at such annual general meeting to hold office for a three-year term and until such director's successor has been duly elected.

Size of the Board

Our articles of association provide that, unless otherwise determined by shareholders in a general meeting, our board shall consist of not less than nine directors, for so long as SoftBank has the right to nominate a director and when SoftBank no longer has such right, not less than seven. Our articles of association further provide that our board shall be comprised of no fewer than five directors. We have no provisions requiring the retirement of directors upon reaching any age limit.

The board of directors may expand the maximum number of directors on the board, subject to any maximum number to be determined from time to time by the shareholders at a general meeting.

Nomination of Directors

Nomination by Alibaba Partnership

Our articles of association provide that the Alibaba Partnership has the right to nominate such number of persons who shall stand for election as directors as may be required to ensure that directors nominated or appointed by the Alibaba Partnership shall constitute a simple majority of the total number of directors on our board of directors, with as equal a number of such nominated directors assigned to each group of directors as possible. If at any time our board of directors consists of less than a simple majority of directors nominated or appointed by the Alibaba Partnership for any reason, including because a director previously nominated by the Alibaba Partnership ceases to be a member of our board of directors or because the Alibaba Partnership had previously not exercised its right to nominate or appoint a simple majority of our board of directors, the Alibaba Partnership shall be entitled (in its sole discretion) to appoint such number of additional directors to the board as necessary to ensure that the directors nominated or appointed by the Alibaba Partnership comprise a simple majority of our board of directors. Our articles of association further provide that the Alibaba Partnership's nomination rights are conditioned on the Alibaba Partnership being governed by the partnership agreement, as may be amended in accordance with its terms from time to time.

Jack Ma, Joe Tsai, Daniel Zhang, Michael Evans and Eric Jing are designated Alibaba Partnership nominees.

Nomination by SoftBank

Pursuant to our articles of association, SoftBank has the right to nominate one person to stand for election for so long as SoftBank owns at least 15% of our outstanding shares. The director nominated by SoftBank will be entitled to receive notices and materials for all meetings of our committees and upon notice to the relevant committee, to join as an observer in meetings of the audit committee, the compensation committee, the nominating and corporate governance committee and other board committees we may establish.

Masayoshi Son is designated the SoftBank nominee.

Nomination by Nominating and Corporate Governance Committee

The nominating and corporate governance committee of the board of directors has the right to determine the persons who shall stand for election as directors for the remainder of the places available for election to our board of directors.

Chee Hwa Tung, Walter Kwauk, Jerry Yang, Börje Ekholm and Wan Ling Martello are deemed nominees of the nominating and corporate governance committee.

Appointment of Alternative Nominee; Vacancy

In the event that the appointment of any person standing for election as a director fails to be approved by a simple majority of votes cast at a duly constituted general meeting of shareholders, the party that nominated such person to stand for election shall have the power to appoint a different person to the board to be a director until the next annual general meeting of shareholders after such appointment. Such appointment shall become effective upon the nominating party giving a written notice (duly signed by the general partner of the Alibaba Partnership, or by majority of the members of the nominating and corporate governance committee, or by an authorized representative of SoftBank, as the case may be) to our company, without the requirement for any further vote or approval by the shareholders or the board.

In the event of a casual vacancy on the board due to the resignation, death or removal of a director, the party that nominated or appointed such director shall have the right to appoint a person to the board to be a director until the next annual general meeting of shareholders after such appointment.

Removal of Directors

A director will be removed from office automatically if, among other things, the director (1) dies or becomes bankrupt or makes any arrangement or composition with his creditors generally; or (2) is found of unsound mind; or (3) resigns his office by notice in writing to our company.

In addition, so long as the Alibaba Partnership is governed by the partnership agreement as may be amended in accordance with its terms from time to time,

  • the directors nominated or appointed by the Alibaba Partnership are subject to removal, with or without cause, only by the Alibaba Partnership;
  • the director nominated or appointed by SoftBank will be subject to removal, with or without cause, only by SoftBank; and
  • any director nominated or appointed by the nominating and corporate governance committee may be removed for cause by a vote of the majority of the board of directors upon the recommendation of the nominating and corporate governance committee.

After such time, any director may be removed by ordinary resolution, with or without cause.