Directors and Executive Officers
The following table sets forth certain information relating to our directors and executive officers.
|
|
|
|
|
|
Name
|
|
Age
|
|
Position/Title
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Jack Yun MA
(1)
|
|
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52
|
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Executive Chairman
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Joseph C. TSAI
(2)
|
|
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53
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Executive Vice Chairman
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Daniel Yong ZHANG
(1)
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|
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45
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Director and Chief Executive Officer
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J. Michael EVANS
(2)
|
|
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59
|
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Director and President
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Masayoshi SON
(3)
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|
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59
|
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Director
|
Eric Xiandong JING
(2)
|
|
|
44
|
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Director
|
Chee Hwa TUNG
(2)
|
|
|
80
|
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Independent director
|
Walter Teh Ming KWAUK
(2)
|
|
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64
|
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Independent director
|
Jerry YANG
(2)
|
|
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48
|
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Independent director
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Börje E. EKHOLM
(2)
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|
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54
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Independent director
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Wan Ling MARTELLO
(2)
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|
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59
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Independent director
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Maggie Wei WU
(2)
|
|
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49
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Chief Financial Officer
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Judy Wenhong TONG
(1)
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|
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46
|
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Chief People Officer
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Jeff Jianfeng ZHANG
(1)
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|
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43
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Chief Technology Officer
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Zhenfei LIU
(1)
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|
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45
|
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Chief Risk Officer
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Sophie Minzhi WU
(1)
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|
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41
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Chief Customer Officer
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Timothy A. STEINERT
(2)
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|
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57
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General Counsel and Secretary
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Jianhang JIN
(1)
|
|
|
47
|
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President
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Chris Pen-hung TUNG
(1)
|
|
|
47
|
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Chief Marketing Officer
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Yongfu YU
(1)
|
|
|
40
|
|
Chairman and Chief Executive Officer, Alibaba Digital Media & Entertainment Group
|
Simon Xiaoming HU
(1)
|
|
|
47
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President, Alibaba Cloud Computing
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Trudy Shan DAI
(1)
|
|
|
40
|
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President, Wholesale Marketplaces
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Jessie Junfang ZHENG
(1)
|
|
|
43
|
|
Chief Platform Governance Officer
|
-
-
Director
nominated by the Alibaba Partnership.
-
-
Director
nominated by SoftBank.
-
(1)
-
c/o
969 West Wen Yi Road, Yu Hang District, Hangzhou 311121, the People's Republic of China.
-
(2)
-
c/o
Alibaba Group Services Limited, 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong S.A.R.
-
(3)
-
SoftBank
Group Corp., 1-9-1 Higashi-shimbashi, Minato-ku, Tokyo, 105-7303, Japan.
Biographical Information
Jack Yun MA (
)
is our lead founder and, since May 2013, has served as our executive chairman. From our founding in 1999 and 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 Group Corp., one of our major shareholders and a Japanese
corporation listed on the Tokyo Stock Exchange. He is also a member of the Foundation Board of the World Economic Forum, 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. Jack graduated from Hangzhou Teacher's Institute with a major in English
language education.
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Joseph C. 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. Joe 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 ZHANG (
)
has been our Chief Executive Officer since May 2015 and our director since September 2014. Prior to his current
role, he served as our Chief Operating Officer from September 2013 to May 2015. He joined our company in August 2007 as Chief Financial Officer of Taobao Marketplace and served in
this position until June 2011. He took on the additional role of general manager for Tmall.com in August 2008, which he served in concurrence until appointment as president of Tmall.com
in June 2011 when Tmall.com became an independent platform. Prior to joining Alibaba, Daniel served as Chief Financial Officer of Shanda Interactive Entertainment Limited, an online game
developer and operator then listed on NASDAQ, from August 2005 to August 2007. From 2002 to 2005, he was a senior executive of PricewaterhouseCoopers' Audit and Business Advisory
Division in Shanghai. Daniel serves on the board of Weibo, a company listed on the NYSE. Daniel received a bachelor's degree in finance from Shanghai University of Finance and Economics.
J. Michael EVANS
has been our president since August 2015 and our director since September 2014. Mr. Evans served as
Vice Chairman of The Goldman Sachs Group, Inc. from February 2008 until his retirement in December 2013. Mr. Evans 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. Mr. Evans 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. Mr. Evans 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. In August 2014,
Mr. Evans joined the board of Barrick Gold Corporation. In October 2014, Mr. Evans was appointed as an independent board member of Castleton Commodities International LLC.
Mr. Evans received his bachelor's degree in politics from Princeton University in 1981.
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 JING (
)
has been our director since September 2016. He is currently the 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
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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 TUNG (
)
has been our director since September 2014 and is 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. Mr. Tung 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. Mr. Tung received a bachelor's
degree in science from the University of Liverpool.
Walter Teh Ming 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. He is a member of
the Hong Kong Institute of Certified Public Accountants. Mr. Kwauk received a bachelor's degree in science and a licentiate's degree in accounting from the University of British Columbia.
Jerry YANG (
)
has been our director since September 2014. Mr. Yang 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. 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, Mr. Ekholm 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.
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Wan Ling MARTELLO
has been our director since September 2015. She is currently the executive vice president, head of zone Asia,
Oceania, Sub-Saharan Africa of Nestlé S.A. Prior to this appointment, Ms. Martello 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,
Ms. Martello 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.
Maggie Wei WU (
)
has been our chief financial officer since May 2013. Maggie served as our deputy chief financial officer from October 2011 to May 2013. Maggie joined our
company in July 2007 as chief financial officer of Alibaba.com and was responsible for instituting Alibaba.com's financial systems and organization leading up to its initial public offering in
Hong Kong in November of that year, as well as co-leading the privatization of Alibaba.com in 2012. She was voted best CFO in FinanceAsia's annual poll for Asia's Best Managed Companies in 2010.
Before joining our company, Maggie was an audit partner at KPMG in Beijing. In her 15 years with KPMG, she was lead audit partner for the initial public offerings and audits of several major
large-cap Chinese companies listed in
international capital markets and provided audit and advisory services to major multinational corporations operating in China. Maggie is a member of the Association of Chartered Certified Accountants
(ACCA) and a member of the Chinese Institute of Certified Public Accountants. She received a bachelor's degree in accounting from Capital University of Economics and Business.
Judy Wenhong TONG (
)
has been our chief people officer since January 2017. She is also currently the non-executive chairwoman of Cainiao Network. Prior to her current position, from 2013
to 2016, Judy led the formation of Cainiao Network and served as chief operating officer, president and chief executive officer, overseeing the operations of the company. Between 2007 and 2013, she
served as vice president and senior vice president in various departments in our company, including construction, real estate and procurement. Judy joined our company in 2000. Judy currently also
serves as a board member of YTO Express Group Co., Ltd., a leading express courier company in China listed on Shanghai Stock Exchange. Judy received a bachelor's degree from Zhejiang
University.
Jeff Jianfeng ZHANG (
)
has served as our chief technology officer since April 2016. Prior to his current position, Jeff was president of China retail marketplaces from May 2015 to
April 2016, and president of Taobao Marketplace and the wireless business division prior to that. He joined our company in July 2004 and has held various management positions, at
different times leading Taobao Marketplace's technology infrastructure team, the B2C development team and Taobao Marketplace's product technology development team from 2004 to 2011. He served as vice
president of product technology and operations of Taobao Marketplace from June 2011 to March 2012, and vice president of website and technology of Alibaba.com's China operations from
March 2012 to January 2013. From January 2013 to February 2014, he oversaw Juhuasuan, local services, 1688.com, and Tmall.com. Jeff studied computer science at Zhejiang
University.
Zhenfei LIU (
)
has been our chief risk officer since May 2015. Prior to his current position, Zhenfei served in various management positions since he joined us in 2006. He was head
of our infrastructure services division from September 2009 to March 2016, and concurrently served as head of our security technology division from May 2014 to May 2015.
Prior to those roles, he was head of Alimama's advertising technology team. Zhenfei received his bachelor's degree in computer science from University of Science and Technology Beijing and holds a
master's degree in computer science from Peking University.
Sophie Minzhi WU (
)
has been our chief customer officer since January 2017. Prior to her current position, Sophie served as president of Alibaba.com and 1688.com, our international and
China wholesale marketplaces. From October 2014 to February 2015, she also led the Rural Taobao team. Previously, she was vice
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president
of Alibaba.com's supplier service division, responsible for leading her team to optimize service to China gold Supplier members and enhancing supplier quality. Sophie joined our company in
November 2000 and has served in several sales management roles, including general manager of regional sales, director and vice president of China Gold Supplier sales, and vice president of
China TrustPass sales. Before joining Alibaba Group, Sophie was sales and customer manager at a technology development company wholly owned by Zhejiang University. She holds a bachelor's degree in
international trade from Zhejiang University and an EMBA degree from China Europe International Business School.
Timothy A. STEINERT
has been our general counsel since July 2007 and also serves as our secretary. From 1999 until he joined our
company, Tim was a partner in the Hong Kong office of Freshfields Bruckhaus Deringer. From 1994 to 1999, he was an associate attorney at Davis Polk & Wardwell in Hong Kong and New York,
and from 1989 to 1994, he was an associate attorney at Coudert Brothers in Beijing and New York. Tim is qualified to practice law in the State of New York and in Hong Kong. He received a
bachelor's degree in history from Yale College and a juris doctor degree from Columbia University School of Law.
Jianhang JIN (
)
joined our company in 1999 as a member of our founding team and was appointed the president of our company in August 2014. Prior to his current position, he served as
senior vice president of corporate affairs from September 2009 to July 2014 and from March 2007 to December 2007. He also served as general manager of China Yahoo! (later
Yahoo! Koubei) from January 2008 to August 2009 and was vice president of human resources and the CEO office from January 2006 to February 2007. As a founding member, he
has served in a variety of other management roles at different times since our company's inception, including heading the marketing and website operations functions for one of our marketplaces. He
received a bachelor's degree in journalism from Fudan University.
Chris Pen-hung TUNG (
)
joined our company as chief marketing officer in January 2016. Prior to his current position, he was the chief executive officer of VML China, a marketing agency, from
October 2010 to January 2016. Prior to joining VML, he was at PepsiCo China from October 2004 to October 2010 where he served as vice president of marketing. Prior to that,
Chris worked at Proctor & Gamble from 1995 to 1998, Gigamedia from 1998 to 2001 and L'Oréal from 2001 to 2003 in various senior management positions. He received a
bachelor's degree in electrical engineering from National Taiwan University and a master's degree in industrial engineering from University of Michigan, Ann Arbor.
Yongfu YU (
)
has served as president of Mobile Internet and Alimama since May 2015 and chairman and chief executive officer of Alibaba Digital Media & Entertainment Group
since October 2016. He has been chairman and chief executive officer of Alibaba Pictures since December 2016. Prior to his current position, Yongfu served as president of UCWeb after he
joined our company in June 2014 and president of AutoNavi from March 2015. From 2006 to June 2014, Yongfu was chairman and chief executive officer of UCWeb before it became our
wholly-owned subsidiary. Prior to that, Yongfu was a vice president and associate with Legend Capital from 2001 to 2006. Yongfu received a bachelor's degree in business administration from Nankai
University.
Simon Xiaoming HU (
)
has been the president of Alibaba Cloud Computing since November 2014. Prior to his current position, Simon served in various management positions at our company and
at Ant Financial Services since he joined us in June 2005. He served as chief risk officer of Ant Financial Services from November 2013 to October 2014. From July 2009 to
November 2013, he was general manager of our SME loan business. Before joining our company, Simon worked in financial institutions including China Construction Bank and China Everbright Bank
for over ten years. He serves as an independent director of Zhejiang Daily Media Group Co., Ltd., a company listed on the Shanghai Stock Exchange, and a director of Hundsun
Technologies Inc., a Company listed on the Shanghai Stock Exchange. Simon received a bachelor's degree in finance from Zhejiang University and an executive MBA degree from China Europe
International Business School.
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Trudy Shan DAI (
)
joined our company in 1999 as a member of our founding team and has been president of Alibaba.com and 1688.com, our international and China wholesale marketplaces since
January 2017. Prior to her current position, Trudy was our chief customer officer from June 2014 to January 2017 and served as senior vice president of human resources and
administration of Taobao and Alibaba.com as well as our deputy chief people officer and chief people officer from 2009 to 2014. She was general manager of Alibaba.com's international operations from
2007 to 2008. Prior to that, she was vice president of human resources of China Yahoo! and the first general manager of Alibaba.com's Guangzhou branch, in charge of field and telephone sales,
marketing and human resources in Guangdong Province. From 2002 to 2005, Trudy served as senior sales director of China TrustPass in Alibaba.com's China marketplace division. She received a bachelor's
degree in engineering from Hangzhou Institute of Electrical Engineering.
Jessie Junfang ZHENG (
)
has been our chief platform governance officer since December 2015, responsible for the governance of our retail and wholesale marketplaces. She has also been our
deputy chief financial officer from November 2013 to June 2016.
Prior to her current position, she served as financial vice president of Alibaba.com from December 2010 to October 2013. Before joining our company, Jessie was an audit partner at KPMG.
Jessie received a bachelor's degree in accounting from Northeastern University in China.
Alibaba Partnership
Since our founders first gathered in Jack Ma's apartment in 1999, they and our management have acted in the spirit of partnership. We view our
culture as fundamental to our success and our ability to serve our customers, develop our employees and deliver long-term value to our shareholders. In July 2010, in order to preserve this
spirit of partnership and to ensure the sustainability of our mission, vision and values, we decided to formalize our partnership as Lakeside Partners, named after the Lakeside Gardens residential
community where Jack and our other founders started our company. We refer to the partnership as the Alibaba Partnership.
We
believe that our partnership approach has helped us to better manage our business, with the peer nature of the partnership enabling senior managers to collaborate and override
bureaucracy and hierarchy. The Alibaba Partnership currently has 36 members comprised of 27 members of our management and nine members of management of Ant Financial Services. The number
of partners in Alibaba Partnership is not fixed and may change from time to time due to the election of new partners, the retirement of partners and the departure of partners for other reasons.
Our
partnership is a dynamic body that rejuvenates itself through admission of new partners each year, which we believe enhances our excellence, innovation and sustainability. Unlike
dual-class ownership structures that employ a high-vote class of shares to concentrate control in a few founders, our approach is designed to embody the vision of a large group of management partners.
This structure is our solution for preserving the culture shaped by our founders while at the same time accounting for the fact that founders will inevitably retire from the company.
Consistent
with our partnership approach, all partnership votes are made on a one-partner-one-vote basis.
The
partnership is governed by a partnership agreement and operates under principles, policies and procedures that have evolved with our business and are further described below.
Nomination and Election of Partners
The Alibaba Partnership elects new partners annually after a nomination process whereby existing partners propose candidates to the partnership
committee, or the partnership committee, as described below. The partnership committee reviews the nominations and determines whether the nomination of a candidate will be proposed to the entire
partnership for election. Election of new partners requires the approval of at least 75% of all of the partners.
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To
be eligible for election, a partner candidate must have demonstrated the following attributes:
-
-
a high standard of personal character and integrity;
-
-
continued service with Alibaba Group, our affiliates and/or certain companies with which we have a significant relationship such as Ant
Financial Services for not less than five years;
-
-
a track record of contribution to the business of Alibaba Group; and
-
-
being a "culture carrier" who shows a consistent commitment to, and traits and actions consonant with, our mission, vision and values.
We
believe the criteria and process of the Alibaba Partnership applicable to the election of new partners, as described above, promote accountability among the partners as well as to our
customers, employees and shareholders. In order to align the interests of partners with the interests of our shareholders, we require that each partner maintain a meaningful level of equity interests
in our company during his or her tenure as a partner. Since a partner nominee must have been our employee or an employee of one of our related companies or affiliates for at least five years, as of
the time he or she becomes a partner, he or she will typically already own or have been awarded a personally meaningful level of equity interest in our company through our equity incentive and share
purchase plans.
Duties of Partners
The main duty of partners in their capacity as partners is to embody and promote our mission, vision and values. We expect partners to be
evangelists for our mission, vision and values, both within our organization and externally to customers, business partners and other participants in our ecosystem.
Partnership Committee
The partnership committee must consist of at least five partners and is currently comprised of Jack Ma, Joe Tsai, Daniel Zhang, Lucy Peng and
Eric Jing. The partnership committee is responsible for administering partner elections and allocating the relevant portion of the annual cash bonus pool for all partner members of management, with
any amounts payable to partners who are our executive officers or directors or members of the partnership committee subject to approval of the compensation committee of our board of directors.
Partnership committee members serve for a term of three years and may serve multiple terms. Elections of partnership committee members are held once every three years. Prior to each election, the
partnership committee will nominate a number of partners equal to the number of partnership committee members that will serve in the next partnership committee term plus three additional nominees.
Each partner votes for a number of nominees equal to the number of partnership committee members that will serve in the next partnership committee term and all except the three nominees who receive
the least votes from the partners are elected to the partnership committee.
Director Nomination and Appointment Rights
Pursuant to our articles of association, the Alibaba Partnership has the exclusive right to nominate or, in limited situations, appoint up to a
simple majority of the members of our board of directors.
The
election of each director nominee of the Alibaba Partnership will be subject to the director nominee receiving a majority vote from our shareholders voting at an annual general
meeting of shareholders. If an Alibaba Partnership director nominee is not elected by our shareholders or after election departs our board of directors for any reason, the Alibaba Partnership has the
right to appoint a different person to serve as an interim director of the class in which the vacancy exists until our next scheduled annual general meeting of shareholders. At the next scheduled
annual general meeting of shareholders, the appointed interim director or a replacement Alibaba Partnership director nominee (other than the original nominee) will stand for election for the remainder
of the term of the class of directors to which the original nominee would have belonged.
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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 will be entitled (in its sole discretion and without the need for any additional shareholder action) 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.
In
determining the Alibaba Partnership director nominees who will stand for election to our board, the partnership committee will propose director nominees who will be voted on by all of
the partners, and those nominees who receive a simple majority of the votes of the partners will be selected for these purposes. The director nominees of the Alibaba Partnership may be partners of the
Alibaba Partnership or other qualified individuals who are not affiliated with the Alibaba Partnership.
The
Alibaba Partnership's right to nominate or appoint up to a simple majority of our directors is conditioned on the Alibaba Partnership being governed by the partnership agreement in
effect as of the completion of our initial public offering in September 2014, or as may be amended in accordance with its terms from time to time. Any amendment to the provisions of the
partnership agreement relating to the purpose of the partnership, or to the manner in which the Alibaba Partnership exercises its right to nominate a simple majority of our directors, will be subject
to the approval of the majority of our directors who are not nominees or appointees of the Alibaba
Partnership and are "independent directors" within the meaning of Section 303A of the New York Stock Exchange Listed Company Manual. The provisions relating to nomination rights and
procedures described above are incorporated in our articles of association. Pursuant to our articles of association, the Alibaba Partnership's nomination rights and related provisions of our articles
of association may only be changed upon the vote of shareholders representing 95% of the votes present in person or by proxy at a general meeting of shareholders.
Our
board of directors currently consists of eleven members, and five of these directors are Alibaba Partnership nominees. 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 the Alibaba Partnership had previously not
exercised its right to nominate or appoint a simple majority of our board of directors the Alibaba Partnership will be entitled (in its sole discretion
and without the need for any additional shareholder approval) to nominate or appoint such number of additional directors as necessary to ensure that the directors nominated or appointed by the Alibaba
Partnership comprise a simple majority of our board of directors. Accordingly, the Alibaba Partnership is entitled to nominate or appoint two additional directors to our board, which would increase
the total number of directors to thirteen. We have entered into a voting agreement pursuant to which both SoftBank and Yahoo have agreed to vote their shares in favor of the Alibaba Partnership
director nominees at each annual general shareholders meeting so long as SoftBank owns at least 15% of our outstanding ordinary shares. Accordingly, for so long as SoftBank and Yahoo remain
substantial shareholders, we expect the Alibaba Partnership nominees will receive a majority of votes cast at any meeting for the election of directors and will be elected as directors. See
"Item 7. Major Shareholders and Related Party Transactions B. Related Party Transactions Transactions and
Agreements with SoftBank and Yahoo Voting Agreement."
Current Partners
The following table sets forth the names, in alphabetical order by surname, and other information regarding the current partners of the Alibaba
Partnership as of the date of this annual report.
172
Table of Contents
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Gender
|
|
Year
Joined
Alibaba
Group
|
|
Current position with Alibaba Group or
related/affiliated companies
|
Jingxian CAI (
)
|
|
|
40
|
|
M
|
|
|
2000
|
|
Senior Researcher
|
Li CHENG (
)
|
|
|
42
|
|
M
|
|
|
2005
|
|
Chief Technology Officer, Ant Financial Services
|
Trudy Shan DAI (
)
|
|
|
40
|
|
F
|
|
|
1999
|
|
President, Wholesale Marketplaces
|
Luyuan FAN (
)
|
|
|
44
|
|
M
|
|
|
2007
|
|
Senior Vice President, Wealth Management Business, Ant Financial Services
|
Yongxin FANG (
)
|
|
|
43
|
|
M
|
|
|
2000
|
|
Director, Human Resources
|
Felix Xi HU (
)
|
|
|
36
|
|
M
|
|
|
2007
|
|
Chief Technology Architect, Ant Financial Services
|
Simon Xiaoming HU (
)
|
|
|
47
|
|
M
|
|
|
2005
|
|
President, Alibaba Cloud Computing
|
Jane Fang JIANG (
)
|
|
|
43
|
|
F
|
|
|
1999
|
|
Deputy Chief People Officer
|
Jianhang JIN (
)
|
|
|
47
|
|
M
|
|
|
1999
|
|
President
|
Eric Xiandong JING (
)
|
|
|
44
|
|
M
|
|
|
2007
|
|
Chief Executive Officer, Ant Financial Services
|
Zhenfei LIU (
)
|
|
|
45
|
|
M
|
|
|
2006
|
|
Chief Risk Officer
|
Jack Yun MA (
)
|
|
|
52
|
|
M
|
|
|
1999
|
|
Executive Chairman
|
Xingjun NI (
)
|
|
|
39
|
|
M
|
|
|
2003
|
|
Principal Engineer, Ant Financial Services
|
Lucy Lei PENG (
)
|
|
|
43
|
|
F
|
|
|
1999
|
|
Chairman, Ant Financial Services
|
Sabrina Yijie PENG (
)
|
|
|
38
|
|
F
|
|
|
2000
|
|
Vice President, Ant Financial Services
|
Xiaofeng SHAO (
)
|
|
|
51
|
|
M
|
|
|
2005
|
|
Senior Vice President, Director, Office of the Chairman
|
Timothy A. STEINERT
|
|
|
57
|
|
M
|
|
|
2007
|
|
General Counsel and Secretary
|
Lijun SUN (
)
|
|
|
40
|
|
M
|
|
|
2002
|
|
General Manager, Rural Taobao
|
Judy Wenhong TONG (
)
|
|
|
46
|
|
F
|
|
|
2000
|
|
Chief People Officer, Non-executive Chairwoman of Cainiao Network
|
Joseph C. TSAI (
)
|
|
|
53
|
|
M
|
|
|
1999
|
|
Executive Vice Chairman
|
Jian WANG (
)
|
|
|
54
|
|
M
|
|
|
2008
|
|
Chairman, Technology Steering Committee
|
Shuai WANG (
)
|
|
|
42
|
|
M
|
|
|
2003
|
|
Senior Vice President
|
Winnie Jia WEN (
)
|
|
|
40
|
|
F
|
|
|
2007
|
|
Senior Director, Office of the Chairman
|
Sophie Minzhi WU (
)
|
|
|
41
|
|
F
|
|
|
2000
|
|
Chief Customer Officer
|
Maggie Wei WU (
)
|
|
|
49
|
|
F
|
|
|
2007
|
|
Chief Financial Officer
|
Eddie Yongming WU (
)
|
|
|
42
|
|
M
|
|
|
1999
|
|
Chairman, Alibaba Health
|
Zeming WU (
)
|
|
|
36
|
|
M
|
|
|
2004
|
|
Principal Engineer, Tmall
|
Sara Siying YU (
)
|
|
|
42
|
|
F
|
|
|
2005
|
|
Associate General Counsel, China
|
Yongfu YU (
)
|
|
|
40
|
|
M
|
|
|
2014
|
|
Chairman and Chief Executive Officer, Alibaba Digital Media & Entertainment Group
|
Ming ZENG (
)
|
|
|
47
|
|
M
|
|
|
2006
|
|
Executive Vice President
|
Sam Songbai ZENG (
)
|
|
|
50
|
|
M
|
|
|
2012
|
|
Senior Vice President, Human Resources, Ant Financial Services
|
Jeff Jianfeng ZHANG (
)
|
|
|
43
|
|
M
|
|
|
2004
|
|
Chief Technology Officer
|
Daniel Yong ZHANG (
)
|
|
|
45
|
|
M
|
|
|
2007
|
|
Chief Executive Officer
|
Yu ZHANG (
)
|
|
|
47
|
|
F
|
|
|
2004
|
|
Director, Office of the Chairman and Chief Executive Officer, Alibaba Digital Media & Entertainment Group
|
Ying ZHAO (
)
|
|
|
43
|
|
F
|
|
|
2005
|
|
Vice President, Ant Financial Services
|
Jessie Junfang ZHENG (
)
|
|
|
43
|
|
F
|
|
|
2010
|
|
Chief Platform Governance Officer
|
-
-
Member
of the partnership committee.
173
Table of Contents
Bonus Pool
Our board of directors, acting on the recommendation of our compensation committee, approves an annual cash bonus pool for management of our
company (which in fiscal year 2017 comprised over 260 individuals) equal to a percentage of our adjusted pre-tax operating profits. Once the annual cash bonus pool is calculated, our
compensation committee will then first determine the proportion to be allocated to the non-partner members of our management. Any remaining portion will then be available for the partner members of
our management. The partnership committee will determine the allocation of the relevant portion of the annual cash bonus pool for all partner members of management, with any amounts payable to
partners who are our executive officers or directors or members of the partnership committee subject to approval of the compensation committee of our board of directors. We understand that a partner's
level of contribution to our business and to the promoting of our mission, vision and values will be a key factor in determining his or her allocation from the bonus pool. A portion of the annual cash
bonus pool that is available to the partner members of management may, upon the recommendation of the partnership committee and approval of our compensation committee, be deferred, with the
allocations of deferred payment determined by the partnership committee with any amounts payable to our executive officers or directors who are partners or members of the partnership committee subject
to approval of the compensation committee of our board of directors. We understand that participation in deferred distributions, other than retirement pension payments funded out of the deferred pool,
is conditioned on a partner's continued employment with us, our affiliates and/or certain companies with which we have a significant relationship, such as Ant Financial Services.
Retirement and Removal
Partners may elect to retire from the partnership at any time. All partners except continuity partners are required to retire upon reaching the
age of sixty or upon termination of their qualifying employment. Continuity partners may remain partners until they elect to retire from the partnership, die or are incapacitated or are removed as
partners. Either two or three partners may be designated as continuity partners at a time, with Jack and Joe serving as the initial continuity partners. Continuity partners are either designated by a
retiring continuity partner or by the serving continuity partners. Any partner, including continuity partners, may be removed upon the vote of a simple majority of all partners present at a
duly-called meeting of partners for violations of certain standards set forth in the partnership agreement, including failure to actively promote our mission, vision and values, fraud, gross
misconduct or gross negligence. As with other partners, continuity partners must maintain the shareholding levels required by us of all partners as described below. Partners who retire from the
partnership upon meeting certain age and service requirements may be designated as honorary partners by the partnership committee. Honorary partners may not act as partners, but may be entitled to
allocations from the deferred portion of the annual cash bonus pool described below as retirement pension payments. Continuity partners will not be eligible to receive allocations from the annual cash
bonus pool if they cease to be our employees even if they remain partners, but may be entitled to receive allocations from the deferred bonus pool if they are honorary partners.
Restrictive Provisions
Under our articles of association, in connection with any change of control, merger or sale of our company, the partners and other holders of
our ordinary shares shall receive the same consideration with respect to their ordinary shares in connection with any of these types of transactions. In addition, our articles of association provide
that the Alibaba Partnership may not transfer or otherwise delegate or give a proxy to any third-party with respect to its right to nominate directors, although it may elect not to exercise its rights
in full. In addition, as noted above, our articles of association also provide that the amendment of certain provisions of the Alibaba Partnership agreement relating to the purpose of the partnership
or the manner in which the partnership exercises its rights to nominate or appoint a majority of our board of directors will require the approval of a majority of directors who are not appointees of
the Alibaba Partnership and are "independent directors" within the meaning of Section 303A of the New York Stock Exchange Listed Company Manual.
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Table of Contents
Amendment of Alibaba Partnership Agreement
Pursuant to the partnership agreement, amendment of the partnership agreement requires the approval of 75% of the partners in attendance at a
meeting of the partners at which not less than 75% of all the partners are in attendance, except that the general partner may effect certain administrative amendments. In addition, certain amendments
relating to the purposes of the Alibaba Partnership or the manner in which it exercises its nomination rights with respect to our directors require the approval of a majority of our independent
directors not nominated or appointed by the Alibaba Partnership.
Alibaba Group Equity Interest Holding Requirements for Partners
Each of the partners holds his or her equity interests in our company directly as an individual or through his or her affiliates. We have
entered into share retention agreements with each partner. These agreements provide that a period of three years from the date on which a person becomes a partner, or for 25 of the existing partners,
from January 1, 2014, three of the existing partners, from August 26, 2014, four of the existing
partners, from December 8, 2015 and four of the existing partners, from February 17, 2017, we require that each partner retain at least 60% of the equity interests (including unvested
shares and shares underlying vested and unvested awards) that he or she held on the starting date of the three-year period. Following the initial three-year holding period and for so long as he or she
remains a partner, we require that the partner retain at least 40% of the equity interests (including unvested shares and shares underlying vested and unvested awards) that he or she held on the
starting date of the initial three-year holding period. Exceptions to the holding period rules described in the share retention agreements must be approved by a majority of the independent directors.
B. Compensation
Compensation of Directors and Executive Officers
For fiscal year 2017, we paid and accrued aggregate fees, salaries and benefits (excluding equity-based grants) of up to approximately
RMB548 million (US$80 million) to our directors and executive officers as a group and granted rights to purchase an aggregate of 1,000,000 ordinary shares and 644,000 RSUs
to our directors and executive officers.
The
board, acting on the recommendation of our compensation committee, may determine the remuneration to be paid to non-employee directors. Employee directors will not receive any
additional remuneration for serving as directors other than their remuneration as employees of us or our related entities. Pursuant to our service agreements with our directors, neither we nor our
subsidiaries provide benefits to directors upon termination of employment. We do not separately set aside any amounts for pensions, retirement or other benefits for our executive officers, other than
pursuant to relevant statutory requirements. Management members who are partners of the Alibaba Partnership may receive retirement payments from the deferred portion of the annual cash bonus pool
available to the Alibaba Partnership.
Mr. Chee
Hwa Tung has indicated to us his intention to donate all cash compensation and equity-based awards he receives from us as an independent director to one or more
non-profit or charitable organizations to be designated by him.
For
information regarding equity-based grants to directors and executive officers, see " Equity Incentive Plans."
Employment Agreements
We have entered into employment agreements with each of our executive officers. We may terminate their employment at any time, with cause, and
we are not required to provide any prior notice of the termination. We may also terminate their employment in circumstances prescribed under and in accordance with the requirements of applicable labor
law, including notice and payment in lieu. Executive officers may terminate their employment with us at any time upon written notice. Although our employment agreements with our executive officers do
not
175
Table of Contents
provide
for severance pay, where severance pay is mandated by law, our executive officers will be entitled to severance pay in the amount mandated by law when his or her employment is terminated. We
have been advised by our PRC counsel, Fangda Partners, that we may be required to make severance payments upon termination without cause to comply with the PRC Labor Law, the labor contract law and
other relevant PRC regulations, which entitle employees to severance payments in case of early termination of "de facto employment relationships" by PRC entities without statutory cause regardless of
whether there exists a written employment agreement with these entities.
Our
grant letter agreements under our equity incentive plans also contain, among other rights, restrictive covenants that enable us to terminate grants and repurchase shares at par or
the exercise price paid for the shares in the event of a grantee's termination for cause for breaching these covenants. See " Equity Incentive Plans" below.
Equity Incentive Plans
We have adopted the following equity incentive plans since our inception:
-
-
1999 Share Option Plan, or the 1999 Plan;
-
-
2004 Share Option Plan, or the 2004 Plan;
-
-
2005 Share Option Plan, or the 2005 Plan;
-
-
2007 Share Incentive Plan, or the 2007 Plan;
-
-
2011 Equity Incentive Plan, or the 2011 Plan; and
-
-
2014 Post-IPO Equity Incentive Plan, or the 2014 Plan.
Currently,
awards are only available for issuance under our 2014 Plan. If an award under the 2011 Plan terminates, expires or lapses, or is cancelled for any reason, ordinary shares
subject to the award become available for the grant of a new award under the 2014 Plan. As of March 31, 2017, there were:
-
-
10,631,128 ordinary shares issuable upon exercise of outstanding options and 1,141,875 issued but unvested restricted shares;
-
-
72,570,808 ordinary shares subject to unvested RSUs; and
-
-
29,079,770 ordinary shares authorized for issuance under the 2014 Plan; plus, on April 1, 2015 and each anniversary thereof, an
additional amount equal to the lesser of 25,000,000 ordinary shares and such lesser number of ordinary shares determined by our board of directors.
Our
equity incentive plans provide for the granting of incentive and non-statutory options, restricted shares, RSUs, dividend equivalents, share appreciation rights and share payments to
any directors, employees, and consultants of ours, our affiliates and certain other companies, such as Ant Financial Services. Share options and RSUs granted are generally subject to a four-year
vesting schedule as determined by the administrator of the respective plans. Depending on the nature and the purpose of the grant, share options and RSUs in general vest 25% upon the first anniversary
of the vesting commencement date for annual incentive awards or 50% upon the second anniversary of the vesting commencement date for on-hire awards, and 25% every year thereafter. Starting in fiscal
year 2015, certain RSUs and share options granted to our senior management members were subject to a six-year pro rata vesting schedule. We believe equity-based awards are vital to attract,
motivate and retain our directors, employees and consultants, and those of certain of our affiliates and other companies, such as Ant Financial Services, and are the appropriate tool to align their
interests with our shareholders. Accordingly, we will continue to grant equity-based awards to the employees, consultants and directors of our company, our affiliates and certain other companies as an
important part of their compensation packages.
In
addition, our equity incentive award agreements generally provide that, in the event of a grantee's termination for cause or violation of a non-competition undertaking, we will have
the right to repurchase the shares acquired by the grantee, generally at par or the exercise price paid for the shares.
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Table of Contents
The following paragraphs summarize other key terms of our equity incentive plans.
Plan administration.
Subject to certain limitations, our equity incentive plans are generally administered by the compensation committee of
the board
(or a subcommittee thereof), or such other committee of the board to which the board has delegated power to act; provided, that in the absence of any such committee, our equity incentive plans
will be administered by the board. Grants to any executive directors of the board must be approved by the disinterested directors of our board.
Types of awards.
The equity incentive plans provide for the granting of incentive and non-statutory options, restricted shares, RSUs,
dividend
equivalents, share appreciation rights, share payments and other rights.
Award agreements.
Generally, awards granted under the equity incentive plans are evidenced by an award agreement providing for the number of
ordinary
shares subject to the award, and the terms and conditions of the award, which must be consistent with the relevant plan.
Eligibility.
Any employee, consultant or director of our company, our affiliates or certain other companies, such as Ant Financial Services,
is
eligible to receive grants under the equity incentive plans, but only employees of our company, our affiliates and certain other companies, such as Ant Financial Services, are eligible to receive
incentive stock options.
Term of awards.
The term of awards granted under our equity incentive plans are generally not to exceed ten years from the date
of grant.
Acceleration, waiver and restrictions.
The administrator of our equity incentive plans has sole discretion in determining the terms and
conditions of
any award, any vesting acceleration or waiver of forfeiture restrictions, and any restrictions regarding any award or the ordinary shares relating thereto.
Change in control.
If a change in control of our company occurs, the plan administrator may, in its sole discretion:
-
-
accelerate the vesting, in whole or in part, of any award;
-
-
purchase any award for an amount of cash or ordinary shares of our company equal to the value that could have been attained upon the exercise
of the award or the realization of the plan participant's rights had the award been currently exercisable or payable or fully vested; or
-
-
provide for the assumption, conversion or replacement of any award by the successor corporation, or a parent or subsidiary of the successor
corporation, with other rights or property selected by the plan administrator in its sole discretion, or the assumption or substitution of the award by the successor or surviving corporation, or a
parent or subsidiary of the surviving or successor corporation, with appropriate adjustments as to the number and kind of shares and prices as the plan administrator deems, in its sole discretion,
reasonable, equitable and appropriate.
Amendment and termination.
Unless earlier terminated, our equity incentive plans continue in effect for a term of ten years. The board may at
any
time terminate or amend the 2014 Plan in any respect, including amendment of any form of any award agreement or instrument to be executed, provided, however, that to the extent necessary and desirable
to comply with applicable laws or stock exchange rules, shareholder approval of any amendment to the 2014 Plan shall be obtained in the manner and to the degree required.
Senior Management Equity Incentive Plan
We adopted the Senior Management Equity Incentive Plan in 2010, pursuant to which selected management of our company subscribed for preferred
shares in a special purpose vehicle, Alternate Solutions Management Limited, which holds our ordinary shares. These preferred shares, subject to a non-compete provision, are redeemable by the holders
thereof for our ordinary shares upon the earlier to occur of an initial public offering of our shares (subject to statutory and contractual lock-up periods), and five years from the respective dates
of
177
Table of Contents
issuance
of the preferred shares to the participants. The maximum number of our ordinary shares redeemable upon the redemption of the preferred shares issued under this plan by the participants is
15,000,000. The underlying ordinary shares have already been issued to the special purpose vehicle and are included in our total outstanding share number. The preferred shares are subject to
forfeiture if a holder engages in certain activities that compete with us.
Partner Capital Investment Plan
We adopted the Partner Capital Investment Plan in 2013 to provide partners of the Alibaba Partnership an opportunity to invest in interests in
our ordinary shares in order to align further their interests with the interests of our shareholders. Pursuant to the Partner Capital Investment Plan, eligible partners subscribed for rights, issued
by two special purpose vehicles, to acquire our ordinary shares. These rights are subject to non-compete provisions, transfer restrictions, exercise restrictions and/or vesting schedules, which are
longer than the vesting schedules under our equity incentive plans. The maximum number of our ordinary shares underlying these rights is 18,000,000. The underlying ordinary shares have already been
issued by us to the special purpose vehicles and are included in our total outstanding share number. The Partner Capital Investment Plan permits the issuance of additional shares to the partners as
the board may approve from time to time.
Share-based Awards Held by Our Directors and Officers
The following table summarizes, the outstanding options (including unvested restricted shares related to options early exercised), RSUs and
other rights held as of March 31, 2017 by our directors and executive officers, as well as by their affiliates, under our equity incentive plans, as well as equity held through their
investments in our Senior Management Equity Incentive Plan and Partner Capital Investment Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Ordinary shares
underlying
outstanding
options / restricted
shares or RSUs /
other rights
granted or
subscribed
|
|
Exercise
price
(US$/Share)
|
|
Date of grant
(6)
|
|
Date of expiration
|
|
Jack Yun MA
|
|
130,000
(2)
|
|
|
|
|
|
June 26, 2013
|
|
|
June 26, 2019
|
|
|
|
62,500
(2)
|
|
|
|
|
|
January 27, 2016
|
|
|
January 27, 2024
|
|
|
|
100,000
(2)
|
|
|
|
|
|
August 10, 2016
|
|
|
August 10, 2024
|
|
Joseph C. TSAI
|
|
1,200,000
(1)
|
|
|
5.00
|
|
|
November 12, 2010
|
|
|
|
|
|
|
65,000
(2)
|
|
|
|
|
|
June 26, 2013
|
|
|
June 26, 2019
|
|
|
|
37,500
(2)
|
|
|
|
|
|
January 27, 2016
|
|
|
January 27, 2024
|
|
|
|
35,000
(2)
|
|
|
|
|
|
August 10, 2016
|
|
|
August 10, 2024
|
|
Daniel Yong ZHANG
|
|
*
(3)
|
|
|
18.50
|
|
|
May 18, 2013
|
|
|
May 18, 2019
|
|
|
|
*
(4)
|
|
|
14.50
|
|
|
July 26, 2013
|
|
|
|
|
|
|
*
(5)
|
|
|
56.00
|
|
|
July 2, 2014
|
|
|
July 2, 2022
|
|
|
|
*
(2)
|
|
|
|
|
|
July 2, 2014
|
|
|
July 2, 2022
|
|
|
|
*
(5)
|
|
|
87.06
|
|
|
May 10, 2015
|
|
|
May 10, 2023
|
|
|
|
*
(2)
|
|
|
|
|
|
May 10, 2015
|
|
|
May 10, 2023
|
|
|
|
*
(2)
|
|
|
|
|
|
January 27, 2016
|
|
|
January 27, 2024
|
|
|
|
*
(2)
|
|
|
|
|
|
March 17, 2016
|
|
|
March 17, 2024
|
|
|
|
*
(2)
|
|
|
|
|
|
August 10, 2016
|
|
|
August 10, 2024
|
|
J. Michael EVANS
|
|
*
(2)
|
|
|
|
|
|
September 24, 2014
|
|
|
September 24, 2020
|
|
|
|
*
(5)
|
|
|
79.96
|
|
|
July 31, 2015
|
|
|
July 31, 2023
|
|
|
|
*
(2)
|
|
|
|
|
|
July 31, 2015
|
|
|
July 31, 2023
|
|
|
|
*
(2)
|
|
|
|
|
|
August 10, 2016
|
|
|
August 10, 2022
|
|
Masayoshi SON
|
|
|
|
|
|
|
|
|
|
|
|
|
178
Table of Contents
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Ordinary shares
underlying
outstanding
options / restricted
shares or RSUs /
other rights
granted or
subscribed
|
|
Exercise
price
(US$/Share)
|
|
Date of grant
(6)
|
|
Date of expiration
|
|
Eric Xiandong JING
|
|
*
(3)
|
|
|
18.50
|
|
|
May 18, 2013
|
|
|
May 18, 2019
|
|
|
|
*
(2)
|
|
|
|
|
|
July 2, 2014
|
|
|
July 2, 2022
|
|
|
|
*
(4)
|
|
|
14.50
|
|
|
July 26, 2013
|
|
|
|
|
Chee Hwa TUNG
|
|
*
(2)
|
|
|
|
|
|
September 24, 2014
|
|
|
September 24, 2020
|
|
Walter Teh Ming KWAUK
|
|
*
(2)
|
|
|
|
|
|
September 24, 2014
|
|
|
September 24, 2020
|
|
Jerry YANG
|
|
*
(2)
|
|
|
|
|
|
September 24, 2014
|
|
|
September 24, 2020
|
|
Börje E. EKHOLM
|
|
*
(2)
|
|
|
|
|
|
June 1, 2015
|
|
|
June 1, 2021
|
|
Wan Ling MARTELLO
|
|
*
(2)
|
|
|
|
|
|
September 3, 2016
|
|
|
September 3, 2022
|
|
Maggie Wei WU
|
|
*
(3)
|
|
|
18.50
|
|
|
May 18, 2013
|
|
|
May 18, 2019
|
|
|
|
*
(4)
|
|
|
14.50
|
|
|
July 26, 2013
|
|
|
|
|
|
|
*
(2)
|
|
|
|
|
|
July 2, 2014
|
|
|
July 2, 2022
|
|
|
|
*
(2)
|
|
|
|
|
|
January 27, 2016
|
|
|
January 27, 2024
|
|
|
|
*
(2)
|
|
|
|
|
|
August 10, 2016
|
|
|
August 10, 2024
|
|
Judy Wenhong TONG
|
|
*
(3)
|
|
|
18.50
|
|
|
May 18, 2013
|
|
|
May 18, 2019
|
|
|
|
*
(2)
|
|
|
|
|
|
July 2, 2014
|
|
|
July 2, 2022
|
|
|
|
*
(4)
|
|
|
14.50
|
|
|
July 26, 2013
|
|
|
|
|
Jeff Jianfeng ZHANG
|
|
*
(3)
|
|
|
18.50
|
|
|
May 18, 2013
|
|
|
May 18, 2019
|
|
|
|
*
(4)
|
|
|
14.50
|
|
|
July 26, 2013
|
|
|
|
|
|
|
*
(2)
|
|
|
|
|
|
July 2, 2014
|
|
|
July 2, 2022
|
|
|
|
*
(5)
|
|
|
69.54
|
|
|
January 27, 2016
|
|
|
January 27, 2024
|
|
|
|
*
(2)
|
|
|
|
|
|
January 27, 2016
|
|
|
January 27, 2024
|
|
|
|
*
(2)
|
|
|
|
|
|
August 10, 2016
|
|
|
August 10, 2024
|
|
Zhenfei LIU
|
|
*
(3)
|
|
|
18.50
|
|
|
May 18, 2013
|
|
|
May 18, 2019
|
|
|
|
*
(4)
|
|
|
14.50
|
|
|
July 26, 2013
|
|
|
|
|
|
|
*
(2)
|
|
|
|
|
|
July 2, 2014
|
|
|
July 2, 2022
|
|
|
|
*
(2)
|
|
|
|
|
|
January 27, 2016
|
|
|
January 27, 2024
|
|
|
|
*
(2)
|
|
|
|
|
|
August 10, 2016
|
|
|
August 10, 2024
|
|
Sophie Minzhi WU
|
|
*
(3)
|
|
|
18.50
|
|
|
May 18, 2013
|
|
|
May 18, 2019
|
|
|
|
*
(4)
|
|
|
14.50
|
|
|
July 26, 2013
|
|
|
|
|
|
|
*
(2)
|
|
|
|
|
|
July 2, 2014
|
|
|
July 2, 2022
|
|
|
|
*
(2)
|
|
|
|
|
|
January 27, 2016
|
|
|
January 27, 2024
|
|
|
|
*
(2)
|
|
|
|
|
|
August 10, 2016
|
|
|
August 10, 2024
|
|
Timothy A. STEINERT
|
|
*
(1)
|
|
|
5.00
|
|
|
November 12, 2010
|
|
|
|
|
|
|
*
(3)
|
|
|
18.50
|
|
|
May 18, 2013
|
|
|
May 18, 2019
|
|
|
|
*
(4)
|
|
|
14.50
|
|
|
July 26, 2013
|
|
|
|
|
|
|
*
(2)
|
|
|
|
|
|
July 2, 2014
|
|
|
July 2, 2022
|
|
|
|
*
(2)
|
|
|
|
|
|
January 27, 2016
|
|
|
January 27, 2024
|
|
|
|
*
(2)
|
|
|
|
|
|
August 10, 2016
|
|
|
August 10, 2024
|
|
Jianhang JIN
|
|
*
(2)
|
|
|
|
|
|
May 11, 2012
|
|
|
May 11, 2018
|
|
|
|
*
(4)
|
|
|
14.50
|
|
|
July 26, 2013
|
|
|
|
|
|
|
*
(2)
|
|
|
|
|
|
January 27, 2016
|
|
|
January 27, 2024
|
|
|
|
*
(2)
|
|
|
|
|
|
August 10, 2016
|
|
|
August 10, 2024
|
|
Chris Pen-hung TUNG
|
|
*
(5)
|
|
|
67.28
|
|
|
February 21, 2016
|
|
|
February 21, 2022
|
|
|
|
*
(2)
|
|
|
|
|
|
February 21, 2016
|
|
|
February 21, 2022
|
|
179
Table of Contents
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Ordinary shares
underlying
outstanding
options / restricted
shares or RSUs /
other rights
granted or
subscribed
|
|
Exercise
price
(US$/Share)
|
|
Date of grant
(6)
|
|
Date of expiration
|
|
Yongfu YU
|
|
*
(2)
|
|
|
|
|
|
August 20, 2013
|
|
|
August 20, 2019
|
|
|
|
*
(2)
|
|
|
|
|
|
November 15, 2014
|
|
|
November 15, 2020
|
|
|
|
*
(2)
|
|
|
|
|
|
August 21, 2015
|
|
|
August 21, 2021
|
|
|
|
*
(4)
|
|
|
23.00
|
|
|
May 23, 2016
|
|
|
May 23, 2027
|
|
|
|
*
(2)
|
|
|
|
|
|
August 10, 2016
|
|
|
August 10, 2024
|
|
Simon Xiaoming HU
|
|
*
(3)
|
|
|
18.50
|
|
|
May 18, 2013
|
|
|
May 18, 2019
|
|
|
|
*
(4)
|
|
|
14.50
|
|
|
July 26, 2013
|
|
|
|
|
|
|
*
(2)
|
|
|
|
|
|
July 2, 2014
|
|
|
July 2, 2022
|
|
|
|
*
(2)
|
|
|
|
|
|
January 27, 2016
|
|
|
January 27, 2024
|
|
|
|
*
(2)
|
|
|
|
|
|
August 10, 2016
|
|
|
August 10, 2024
|
|
|
|
*
(2)
|
|
|
|
|
|
November 15, 2016
|
|
|
November 15, 2024
|
|
Trudy Shan DAI
|
|
*
(3)
|
|
|
18.50
|
|
|
May 18, 2013
|
|
|
May 18, 2019
|
|
|
|
*
(4)
|
|
|
14.50
|
|
|
July 26, 2013
|
|
|
|
|
|
|
*
(2)
|
|
|
|
|
|
July 2, 2014
|
|
|
July 2, 2022
|
|
|
|
*
(2)
|
|
|
|
|
|
January 27, 2016
|
|
|
January 27, 2024
|
|
|
|
*
(2)
|
|
|
|
|
|
August 10, 2016
|
|
|
August 10, 2024
|
|
Jessie Junfang ZHENG
|
|
*
(3)
|
|
|
18.50
|
|
|
May 18, 2013
|
|
|
May 18, 2019
|
|
|
|
*
(2)
|
|
|
|
|
|
May 22, 2014
|
|
|
May 22, 2020
|
|
|
|
*
(2)
|
|
|
|
|
|
August 21, 2014
|
|
|
August 21, 2020
|
|
|
|
*
(2)
|
|
|
|
|
|
August 21, 2015
|
|
|
August 21, 2021
|
|
|
|
*
(4)
|
|
|
23.00
|
|
|
May 23, 2016
|
|
|
May 23, 2027
|
|
|
|
*
(2)
|
|
|
|
|
|
August 10, 2016
|
|
|
August 10, 2024
|
|
-
*
-
The
options, RSUs and other rights to acquire ordinary shares in aggregate held by each of these directors and executive officers and their affiliates represent less
than 1% of our total outstanding shares.
-
(1)
-
Represents
rights under the Senior Management Equity Incentive Plan subscribed for at a subscription price of US$0.50 per preference share in 2010.
-
(2)
-
Represents
RSUs.
-
(3)
-
Represents
unvested restricted shares related to options early exercised.
-
(4)
-
Represents
rights under the Partner Capital Investment Plan. See note 8(c) to our audited consolidated financial statements for the years ended
March 31, 2015, 2016 and 2017 included elsewhere in this annual report for further information.
-
(5)
-
Represents
options.
-
(6)
-
Date
of grant represents the original grant date of the options, RSUs and other rights held by the respective director or executive officer. Options and RSUs granted
prior to the adoption of our 2014 Plan that are not held by a U.S. resident were cancelled and replaced with a new grant under the terms of the 2014 Plan (as described herein) with terms
and conditions that are substantially similar to those that applied to the cancelled awards.
C. Board Practices
Nomination and Terms of Directors
Pursuant to our articles of association, our board of directors is classified into three classes of directors designated as Group I, Group II
and Group III, each generally serving a three-year term unless earlier removed. The Group I directors currently consist of Joe Tsai, Michael Evans, Eric Jing and Börje Ekholm; the Group
II directors currently consist of Daniel Zhang, Chee Hwa Tung, Jerry Yang and Wan Ling Martello; and the Group III directors currently consist of Jack Ma, Masayoshi Son and Walter Kwauk. The
terms of office of the
current Group I, Group II and Group III directors will expire, respectively, at our 2018 annual general meeting, 2019 annual general meeting and 2017 annual general meeting. Unless otherwise
determined by the shareholders
180
Table of Contents
in
a general meeting, our board will consist of not less than nine directors for so long as SoftBank has a director nomination right. The Alibaba Partnership has the exclusive right to nominate up to
a simple majority of our board of directors, and SoftBank has the right to nominate one director for so long as SoftBank owns at least 15% of our outstanding shares. 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. The remaining members of the board of directors will be nominated by the nominating and corporate governance
committee of the board. Director nominees will be elected by the simple majority vote of shareholders at our annual general meeting.
If
a director nominee is not elected by our shareholders or departs our board of directors for any reason, the party or group entitled to nominate that director has the right to appoint
a different person to serve as an interim director of the class in which the vacancy exists until our next scheduled annual general meeting of shareholders. At the next scheduled annual general
meeting of shareholders, the appointed interim director or a replacement director nominee (who, in the case of Alibaba Partnership nominees, cannot be the original nominee) will stand for election for
the remainder of the term of the class of directors to which the original nominee would have belonged.
For
additional information, see "Item 6. Directors, Senior Management and Employees A. Directors and Senior
Management Alibaba Partnership" and "Item 7. Major Shareholders and Related Party Transactions B. Related
Party Transactions Transactions and Agreements with SoftBank and Yahoo Voting Agreement."
Code of Ethics and Corporate Governance Guidelines
We have adopted a code of ethics, which is applicable to all of our directors, executive officers and employees. Our code of ethics is publicly
available on our website.
In
addition, our board of directors has adopted a set of corporate governance guidelines covering a variety of matters, including approval of related party transactions. Our corporate
governance guidelines also provide that any adoption of a new equity incentive plan and any material amendments to those plans will be subject to the approval of our non-executive directors and also
provide that the director nominated by SoftBank is entitled to notices and materials for all meetings of committees of our board of directors and, by giving prior notice, may attend, observe and
participate in any discussions at any committee meetings. The guidelines reflect certain guiding principles with respect to our board's structure, procedures and committees. The guidelines are not
intended to change or interpret any applicable law, rule or regulation or our articles of association.
Duties of Directors
Under Cayman Islands law, all of our directors owe us fiduciary duties, including a duty of loyalty, a duty to act honestly and a duty to act in
good faith and in a manner they believe to be in our best interests. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent
person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our articles of association, as amended and restated from time to
time. We have the right to seek damages if a duty owed by any of our directors is breached.
Board Committees
Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. Our
corporate governance guidelines provide that a majority of the members of our compensation committee and nominating and corporate governance committee will be independent directors within the meaning
of Section 303A of the New York Stock Exchange Listed Company Manual. All members of
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Table of Contents
our
audit committee shall be independent within the meaning of Section 303A of the New York Stock Exchange Listed Company Manual and will meet the criteria for independence set forth in
Rule 10A-3 of the Exchange Act by the end of the one year transition period for companies following an initial public offering.
Audit Committee
Our audit committee currently consists of Walter Kwauk, Börje Ekholm and Wan Ling Martello. Mr. Kwauk is the chairman of
our audit committee. Mr. Kwauk satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC. Mr. Kwauk, Mr. Ekholm and
Ms. Martello satisfy the requirements for an "independent director" within the meaning of Section 303A of the New York Stock Exchange Listed Company Manual and meet the criteria
for independence set forth in Rule 10A-3 of the Exchange Act.
The
audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our audit committee is responsible for, among
other things:
-
-
selecting, and evaluating the qualifications, performance and independence of, the independent auditor;
-
-
pre-approving or, as permitted, approving auditing and non-auditing services permitted to be performed by the independent auditor;
-
-
considering the adequacy of our internal accounting controls and audit procedures;
-
-
reviewing with the independent auditor any audit problems or difficulties and management's response;
-
-
reviewing and approving related party transactions between us and our directors, senior management and other persons specified in
Item 6B of Form 20-F;
-
-
reviewing and discussing the quarterly financial statements and annual audited financial statements with management and the independent
auditor;
-
-
establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal
accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;
-
-
meeting separately, periodically, with management, internal auditors and the independent auditor; and
-
-
reporting regularly to the full board of directors.
Compensation Committee
Our compensation committee currently consists of Jerry Yang, Walter Kwauk and Joe Tsai. Mr. Yang is the chairman of our compensation
committee. Mr. Yang and Mr. Kwauk satisfy the requirements for an "independent director" within the meaning of Section 303A of the New York Stock Exchange Listed
Company Manual.
Our
compensation committee is responsible for, among other things:
-
-
determining the amount of the annual cash bonus pool to be allocated to each executive officer and determining the total proportions of the
annual cash bonus pool to be allocated in aggregate to the non-partner members of our management and in aggregate to the partners we employ;
-
-
reviewing, evaluating and, if necessary, revising our overall compensation policies;
-
-
reviewing and evaluating the performance of our directors and executive officers and determining the compensation of our directors and
executive officers;
-
-
reviewing and approving our executive officers' employment agreements with us;
-
-
determining performance targets for our executive officers with respect to our incentive compensation plan and equity-based compensation plans;
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Table of Contents
-
-
administering our equity-based compensation plans in accordance with the terms thereof; and
-
-
carrying out such other matters that are specifically delegated to the compensation committee by our board of directors from time
to time.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee currently consists of Jack Ma, Chee Hwa Tung and Jerry Yang. Jack is the chairman of our
nominating and corporate governance committee. Mr. Tung and Mr. Yang satisfy the "independence" requirements of Section 303A of the New York Stock Exchange Listed
Company Manual.
Our
nominating and corporate governance committee is responsible for, among other things:
-
-
selecting the board nominees (other than the director nominees to be nominated by the Alibaba Partnership and SoftBank) for election by the
shareholders or appointment by the board;
-
-
periodically reviewing with the board the current composition of the board with regards to characteristics such as independence, knowledge,
skills, experience and diversity;
-
-
making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the
board; and
-
-
advising the board periodically with regards to significant developments in corporate governance law and practices as well as our compliance
with applicable laws and regulations, and making recommendations to the board on corporate governance matters.
Committee Observer
In accordance with our articles and the voting agreement entered into among us, Jack Ma, Joe Tsai, SoftBank and Yahoo, we have agreed that the
director nominated by SoftBank is entitled to receive notices and materials for all meetings of our committees and to join as an observer in meetings of the audit committee, the compensation
committee, the nominating and corporate governance committee and/or our other board committees we may establish upon notice to the relevant committee.
D. Employees
Employees
As of March 31, 2015, 2016 and 2017, we had a total of 34,985, 36,446 and 50,097 full-time employees, respectively. Substantially all of
our employees are based in China.
The
following table sets out the breakdown of our full-time employees by functions as of March 31, 2017:
|
|
|
|
|
|
|
|
Function
|
|
Number of
employees
(1)(2)
|
|
% of total
employees
(1)
|
|
Research and development
|
|
|
22,450
|
|
|
45%
|
|
Operations and customer services
|
|
|
13,124
|
|
|
26%
|
|
Sales and marketing
|
|
|
8,625
|
|
|
17%
|
|
General and administrative
|
|
|
5,898
|
|
|
12%
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
50,097
|
|
|
100%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
(1)
-
The
number of employees presented in this table does not include third-party consultants and contractors that we employ from time to time.
-
(2)
-
Our
total number of employees increased to 50,097 as of March 31, 2017 from 36,446 as of March 31, 2016, primarily due to the addition of
approximately 12,000 employees from our newly acquired businesses, mainly Lazada and Youku Tudou.
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Table of Contents
We
believe that we have a good working relationship with our employees and we have not experienced any significant labor disputes.
E. Share Ownership
For information regarding the share ownership of our directors and officers, see "Item 7. Major Shareholders and Related Party
Transactions A. Major Shareholders." For information as to stock options granted to our directors, executive officers and other employees, see "Item 6.
Directors, Senior Management and Employees B. Compensation Equity Incentive Plans."