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Repair common Windows errors and clear accumulated junk for a smoother, more stable PC - no reinstall needed.Free scan · no reinstallAlibaba shareholders have one vote per share, but that does not give them equal control over who serves on the board. The Alibaba Partnership has the exclusive right to nominate—and in limited circumstances appoint—directors up to a simple majority of the board. Nominees face a shareholder vote at the annual general meeting (AGM), while the Partnership has interim appointment powers if a nominee is rejected or leaves.
Two different kinds of voting power
Alibaba’s FY2026 annual report says the company has one class of shares, with one vote attached to each share. That governs shareholder votes on matters put to shareholders. Separately, Alibaba’s Articles give the Alibaba Partnership the exclusive right to nominate, or in specified circumstances appoint, directors up to a simple majority of the board. Alibaba describes these nomination rights as a weighted voting rights (WVR) structure under Hong Kong listing rules, even though its shares carry one vote apiece. Alibaba FY2026 annual report.
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How the Partnership’s board rights work
Nominees stand for an AGM vote
A Partnership nominee must receive a majority of the votes cast by shareholders voting at the AGM to be elected. Shareholders therefore retain a formal vote on each nominee; the Partnership’s rights do not make its candidates automatically elected.
Interim appointments can limit the effect of a rejection or vacancy
If a nominee is rejected or a Partnership director leaves the board, the Partnership may appoint an interim director until the next scheduled AGM. It may also appoint enough directors to restore its simple majority if its nominees or appointees fall below that level. The practical distinction is that shareholders vote on nominees at the AGM, while the Partnership’s appointment powers can affect board composition between AGMs.
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Changing the nomination rights
Alibaba’s FY2026 annual report says a change to the Partnership’s nomination rights and related Articles provisions requires approval from shareholders representing 95% of votes present in person or by proxy at a general meeting. The filing also says certain changes to Partnership-agreement terms about the Partnership’s purpose or how it exercises nomination rights require approval by a majority of independent directors who are not Partnership nominees or appointees. Alibaba FY2026 annual report.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What Alibaba says about the governance trade-off
Alibaba identifies limits on shareholders’ ability to nominate and elect directors, and potential conflicts between the Partnership’s interests and those of shareholders, as risks associated with the structure. These are risks the company itself discloses; they are not a separate assessment of the Partnership’s conduct or an investment recommendation. Alibaba investor relations and annual-report materials.
The arrangement is time-sensitive. The explanation above reflects Alibaba’s FY2026 annual report, filed May 20, 2026; consult the latest annual report and Articles for any later changes. Alibaba’s investor-relations site also provides AGM materials. Alibaba investor relations.
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