The document discusses corporate governance and management structures, focusing on Alibaba's framework, including accountability, transparency, and the roles of board members. It highlights key investors like Softbank and Yahoo, their shareholdings, and the composition of the board with staggered terms. Additionally, it outlines the responsibilities of the audit committee in overseeing financial practices and maintaining compliance with relevant regulations.

1.  Assignment: Corporate Governance and a
company’s management structure.
 Class:
MBA 1.5, 1st Semester.
 Submitted by group members:
1) Muhammad Atif
2) Junaid Ahmad
3) ShahFaisal (CR)
4) Bin-e-Amin
5) Kashif Ameen
Submitted to: Lecturer, Maim Zarghuna.
Dated: 17-January-2015

2. CORPORATE
GOVERNANCE

3. Broadly refers to the mechanisms,
processes and relations by
which corporations are controlled
and directed.

4. Fundamental pillars of CG;
Accountability, Clarifying governance
roles & responsibilities, managerial and
shareholder interests and monitoring
by the board of directors capable of
objectivity.
Responsibility, Ensuring that
corporations comply with relevant laws
and regulations.
Transparency, Requires accurate
timeline.
Fairness, Ensuring protection of
Shareholder’s rights.

5.  Jack Ma (8.9 per cent) and Joseph Tsai (3.6
per cent): Mr Ma is a former English teacher
and Alibaba’s founder. As a result of his stake in
the company, he is one of China’s richest men.
 Alibaba (BABA), the global leader by volume
in the ecommerce category, issued a $25
billion IPO in September 2014, offering 14.9%
of its company. Some Wall Street analysts
believe Alibaba is a game changer in the world
of ecommerce for several reasons-first, Alibaba
being located in China, has control of the
Chinese ecommerce market and is growing
globally, and second its suite of products
(the "ecosystem") offers a wing-to-wing
spectrum for any storefront who wants to offer
a strong emarket player.

6. Names of Investors Percentage for Share
Outstandings (%)
Softbank 32.4
Yahoo 16.3
Jack Yun Ma, Executive
Chairman
7.8
Joseph C. TSAI, Executive
Vice-Chairman
3.2
Silver Lake Affiliated Entities 2.2

7.  Softbank and Yahoo have
significant interests at 32.4% and
16.3% respectively. These two entities,
in addition to Founder and Executive
Chairman, Jack Yun Ma, have controlling
interests in the company. SoftBank and
Yahoo giving high dividends of 32% and
16% approx.

8.  Jack Yun MA Executive Chairman
 Joseph C. TSAI Executive Vice Chairman
 Jonathan Zhaoxi LUDirector and Chief
Executive Officer
 Daniel Yong ZHANGDirector and Chief
Operating Officer
 Masayoshi SON Director
 Chee Hwa TUNG Independent Director
 Walter Teh Ming KWAUK Independent
Director
 J. Michael EVANS Independent Director
 Jerry YANG Independent Director

9.  AliBaba 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.
 So, the shareholders (Investors) are so big
so, they decide under one roof.

10.  AliBaba board classified into three
groups.
So, each one have limited expiry and
other group boards completes tenure in
effect to expiry.
 That type of Board is according to
Tenure of member which is called
Staggered Board.

11. Group I:
 Joseph Tsai
 Jonathan Lu
 Michael Evans
Until the first annual general meeting of shareholders following the
effectiveness of our articles of association on September 24, 2014,
the date of completion of our initial public offering
Group II
 Daniel Zhang
 Chee Hwa Tung
 Jerry Yang
Until the second annual general meeting of shareholders following the
Articles Effectiveness Date
 Group III
 Jack Ma
 Masayoshi Son
 Walter Kwauk
Until the third annual general meeting of shareholders following the Articles
Effectiveness Date

12.  Articles of association provide that,
unless otherwise determined by
shareholders in a general meeting, our
board shall consist of not less than 9
directors, for so long as SoftBank has
the right to nominate a director and
when SoftBank no longer has such right,
not less than 7. Our articles of
association further provide that our
board shall be comprised of no fewer
than 5 directors.

13. -A director will be removed from office
automatically if the director dies
-Makes any arrangement or composition
with his creditors generally
-Found of unsound mind
-Resigns his office by notice in writing to
our company.
 Any Director can be removed by all
partners with or without cause.

14. COMMITTEE MEMBERSHIP AND APPOINTMENT / REMOVAL
OF COMMITTEE MEMBERS
 The Board of Directors shall appoint the members of the
Committee. Members of the Committee shall be appointed by the
Board of Directors and may be removed by the Board of Directors
in its discretion. The Committee shall consist of a minimum of
three (3) members. The Committee shall comply with all
applicable provisions of the Sarbanes-Oxley Act of 2002
MEETINGS
 The Committee shall meet as often as it determines, but not less
frequently than quarterly. The Committee shall meet periodically in
separate executive sessions with management, the independent
auditors and the Company's internal auditors to discuss any matters
that the Committee or any of these persons or firms believes should
be discussed privately, and shall have such other direct and
independent interaction with such persons from time to time as the
members of the Committee deem appropriate.

15. AUDIT COMMITTEE'S AUTHORITIES AND RESPONSIBILITIES:
 The Committee shall have the authority, to the extent it deems necessary
or appropriate, to retain accounting or other advisors.
The Committee shall (In terms of Financial methods):
1) Review and discuss with management and the independent
auditors the quarterly financial statements and the annual
audited financial statements of the Company.
2) Review (a) earnings press releases, as well as financial
information and earnings guidance provided to analysts and
rating agencies, and (b) major issues regarding accounting
principles and financial statement presentations, including
any significant changes in the Company's selection or
application of accounting principles
3) Review and discuss any reports from the independent
auditors on:
 All critical accounting policies and practices to be used.
 All alternative treatments of financial information within
generally accepted accounting principles

16. Thank you.