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

CORPORATE GOVERNANCE

Broadly refers to the mechanisms, processes and relations by

which corporations are controlled and directed.

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.

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, Alibababeing 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.

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

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.

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

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.

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.

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

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.

-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.

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.

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

Thank you.