The Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board of Directors") of Alibaba Group Holding Limited, a Cayman Islands company (the "Company"), shall provide assistance to the Board of Directors by, among other things:
A. Reviewing the qualifications of and selecting candidates, consistent with the criteria set forth in the Corporate Governance Guidelines of the Company (the "Governance Guidelines"), for those seats on the Board of Directors of the Company to which the Committee has nomination and appointment rights pursuant to the Company's Amended and Restated Articles of Association (as amended from time to time, the "Articles");
B. Advising the Board of Directors on corporate governance principles and practices applicable to the Company, including the Governance Guidelines;
C. Overseeing the evaluation of the Board of Directors and management; and
D. Otherwise taking a leadership role in shaping the corporate governance of the Company.
Composition and Qualifications
The Committee shall be comprised of three or more members of the Board of Directors, a majority of whom shall have been deemed by the Board of Directors to be "independent" as defined by Section 303A.02 of the New York Stock Exchange (the "NYSE") Listed Company Manual or any successor provision thereto.
Appointment and Removal
The members of the Committee shall be appointed by the Board of Directors and shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors.
A chairman of the Committee (the "Chairman") shall be appointed by the Board of Directors. The Chairman of the Committee will chair all regular sessions of the Committee and is responsible for setting the agendas for Committee meetings. In the absence of a Chairman of the Committee appointed by the Board of Directors, the Committee shall select a Committee member to preside over each meeting.
Delegation to Subcommittees
The Committee may form subcommittees composed of one or more of its members for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate.
The Committee shall meet as circumstances dictate. The Chairman of the Board of Directors or any member of the Committee may call meetings of the Committee.
All meetings of the Committee may be held by telephone, video conference or other similar communication. The Committee may also act by unanimous written consent in lieu of a meeting.
The Committee may invite to its meetings any director, management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. Subject to any limitations set forth in the Governance Guidelines, the Committee may exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities. In addition, any member of the Committee with an actual or potential conflict of interest with respect to any matter before the Committee shall be recused from such matter.
A majority of the Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee.
The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be required or appropriate in light of business, legislative, regulatory, legal or other conditions or changes. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board of Directors from time to time, consistent with the Articles and applicable law.
The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the authority to retain and terminate outside counsel or other experts for this purpose, including the authority to approve the fees payable to such counsel or experts and any other terms of retention. The Committee also shall have sole authority to retain and to terminate any search firm to be used to assist it in identifying candidates to serve as the Committee's nominees or appointees to the Board of Directors, including sole authority to approve the fees payable to such search firm and any other terms of retention.
Board Selection, Composition and Evaluation
Committee Selection, Composition and Evaluation
Continuity / Succession Planning Process
(i) following all meetings of the Committee; and
(ii) with respect to such other matters as are relevant to the Committee's discharge of its responsibilities.
The Committee shall provide such recommendations to the Board of Directors as the Committee may deem appropriate. The report to the Board of Directors may take the form of an oral report by the Chairman or any other member of the Committee designated by the Committee to make such report.
The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and periodically reassess the adequacy of this Charter and recommend to the Board of Directors any improvements to this Charter that the Committee considers necessary or appropriate. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.