ALIBABA GROUP OFFERINGS  

CORPORATE GOVERNANCE

BOARD OF DIRECTORS


Members of the Board


Nomination, Election and Removal of Directors




A. MEMBERS OF THE BOARD



Daniel Yong ZHANGExecutive Chairman and CEO

Daniel Zhang has been our executive chairman since September 2019 and our chief executive officer since May 2015. He has served on our board of directors since September 2014. He is also currently a member of Ant Financial’s investment committee.

Previously, Daniel 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 performed concurrently until his 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 September 2005 to August 2007. From 2002 to 2005, he was a senior manager of PricewaterhouseCoopers’ Audit and Business Advisory Division in Shanghai.

Daniel is the chairman of Sun Art, a company listed on the Hong Kong Stock Exchange. He also serves on the board of Weibo, a company listed on the Nasdaq.

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

Joseph C. TSAIExecutive Vice Chairman

Joe Tsai joined Alibaba Group in 1999 as a member of the founding team and has served on our board of directors since our inception. He was chief financial officer until 2013 and is currently our executive vice chairman. He serves on the investment committees of Alibaba Group and Ant Financial, and is a founding member of Alibaba Partnership.

From 1995 to 1999, Joe was a private equity investor based in Hong Kong with Investor AB, the main investment vehicle of Sweden's Wallenberg family. Prior to that, he was 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 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.

Jack Yun MAFounder and Director

Founder of Jack Ma Foundation
United Nations Sustainable Development Goals Advocate
Partner of Alibaba Group

Jack Ma founded Alibaba Group in 1999 and served as executive chairman of Alibaba Group from 1999 to September 2019. He served as chief executive officer of Alibaba Group from 1999 to May 2013.

Jack currently serves as a member of the Board of Trustees of the World Economic Forum, president of the General Association of Zhejiang Entrepreneurs and chairman of the China Entrepreneur Club. He has been appointed by the United Nations Secretary General António Guterres as co-chair of the UN High-Level Panel on Digital Cooperation since 2018.

Jack graduated from Hangzhou Normal University with a Bachelor of Arts degree in English education.

J. Michael EVANSDirector and President

J. Michael Evans has been our president since August 2015 and our director since September 2014.

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

Michael is a board member of City Harvest. He is also a trustee of the Asia Society and a member of the Advisory Council for the Bendheim Center for Finance at Princeton University. In August 2014, he joined the board of Barrick Gold Corporation.

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

Eric Xiandong JINGDirector

Eric Xiandong Jing has been our director since September 2016. He is currently the chief executive officer of Ant Financial, and has also served as chairman of Ant Financial starting in April 2018.

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

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

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

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

Masayoshi SONDirector

Masayoshi Son has been our director since 2005.

Mr. Son is the founder, Chairman and CEO of SoftBank Group Corp. (SBG), a global technology company that aspires to drive the Information Revolution. Founded in 1981, SBG and its portfolio companies cover a range of technologies, including advanced telecommunications, Internet services, AI, smart robotics, IoT and clean energy.

Mr Son is also the chairman of SoftBank Corp., the domestic telecommunications subsidiary of SBG, director of Yahoo Japan Corporation and Director of Sprint Corporation. He also serves as Chairman and Director of Arm Limited.

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

Chee Hwa TUNGIndependent Director

Chee Hwa Tung has been our director since September 2014 and is the Vice Chairman of the Thirteenth 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 is also the chairman 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 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, a company listed on the Hong Kong Stock Exchange with its principal business activities in container transport and logistics services on a global scale.

Mr. Tung received a bachelor’s degree in science from the University of Liverpool.

Walter Teh Ming KWAUKIndependent Director

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 Hong Kong Stock Exchange, 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 and chairman of the audit committee of each of Sinosoft Technology Group Limited, a company listed on the Hong Kong Stock Exchange, and WuXi Biologics (Cayman) Inc., a company listed on the Hong Kong Stock Exchange, and Hua Medicine, a company listed on the Hong Kong Stock Exchange, and as a director of several private companies.

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

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

Jerry YANGIndependent Director

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

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

Mr. Yang also served as an independent director of Cisco Systems, Inc. from July 2000 to November 2012. He is currently an independent director of Workday Inc., a company listed on the NYSE, 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, where he is serving on the University's Board of Trustees beginning in October 2017. He was previously on Stanford’s Board of Trustees from 2005 to 2015, including being a vice chair.

E. Börje EKHOLMIndependent Director

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

Mr. Ekholm is since January 2017 the president and chief executive officer of Ericsson. Prior to his current position, he was head of Patricia Industries, a newly created division of Investor AB, a Swedish investment company, where he has held a variety of management positions since joining the firm in 1992.

Mr. Ekholm served as president and chief executive officer and a member of the board of directors of Investor AB from September 2005 to May 2015. Prior to becoming president and chief executive officer, 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, as a member of the board of the Swedish American Chamber of Commerce in New York and as a member of the board of trustees of the independent school Choate Rosemary Hall.

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

Wan Ling MARTELLOIndependent Director

Wan Ling Martello has been our director since September 2015.

Ms. Martello served as the executive vice president and chief executive officer of the Asia, Oceania, and Subsaharan Africa region for Nestlé SA from May 2015 to December 2018. She was Nestlé’s global chief financial officer from April 2012 to May 2015, and executive vice president from November 2011 to March 2012.

Prior to Nestlé, Ms. Martello was a senior executive at Walmart Stores Inc. from 2005 to 2011. Her roles included executive vice president and chief operating officer for Global eCommerce, and senior vice president, chief financial officer and strategy for Walmart International. Before Walmart, she was president, U.S.A. at NCH Marketing Services Inc. She was with the firm from 1998 to 2005. She also worked at Borden Foods Corporation and Kraft Inc. where she held various senior management positions.

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.



B. NOMINATION, ELECTION AND REMOVAL OF DIRECTORS

Election of Directors

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

Classified Board

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

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

Group I
  • Joseph Tsai
  • Michael Evans
  • Eric Jing
  • Börje Ekholm
Until our 2021 annual general meeting of shareholders
Group II
  • Daniel Zhang
  • Chee Hwa Tung
  • Jerry Yang
  • Wan Ling Martello
Until our 2019 annual general meeting of shareholders
Group III
  • Jack Ma
  • Masayoshi Son
  • Walter Kwauk
Until our 2020 annual general meeting of shareholders

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

Size of the Board

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

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

Nomination of Directors

Nomination by Alibaba Partnership

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

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

Nomination by SoftBank

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

Masayoshi Son is designated the SoftBank nominee.

Nomination by Nominating and Corporate Governance Committee

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

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

Appointment of Alternative Nominee; Vacancy

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

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

Removal of Directors

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

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

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

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