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.
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:
||Until our 2021 annual general meeting of shareholders|
||Until our 2022 annual general meeting of shareholders|
||Until our 2023 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.
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 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 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.
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,
After such time, any director may be removed by ordinary resolution, with or without cause.