Page 153 - Albanian law on entrepreuners and companies - text with with commentary

provisions of the statute, the Managing Directors may be elected and dismissed by the
General Meeting or by the Supervisory Board.
2) Joint stock companies shall include in their annual report and accounts a
coherent and descriptive statement covering the key elements of the corporate
governance rules and of the practices they apply with reference to the present Law. The
statement shall also contain a profile of Managing Directors and Board members and
explain why individual directors or supervisors are qualified to serve in the light of this
profile. The statement shall also be posted on the company’s website.

Comments:

1. French Company Law has traditionally provided a choice between a one-board or
administration council solution and a two-board solution which separates managing and
supervisory functions. In spite of its mainly French origins, the old Albania Company Law
No. 7638 had followed the German two-tier solution. With the introduction of the statute of
the European Company or Societas Europae (SE) by Regulation 2157/2001, EU Company
Law has started to provide choices for economic actors, both, by creating new supranational
company forms like the SE or the SCE (European Cooperative Society, Regulation
1435/2002) and by the choice between the monistic and the dualist model. As the EU
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Company Law Action Plan explains under Section 3.1.3, this choice is expected to become
a Community standard soon. In response to this development, the new Albanian Company
Law leaves it to JSC founders to decide if they want to introduce:

 the ‘one-tier-system’ of administration, Articles 134 (1) a), 154–165, providing a
Board of Directors which usually includes the Managing Directors, all of them
appointed by the General Meeting; or
 the ‘two-tier-system’ where supervisory functions are clearly distinct from the
management function by creating a Supervisory Board which is appointed by the
General Meeting. The management function is exclusively carried out by the
Managing Directors, who are appointed by the Supervisory Board, Articles 134 (1)
b), 166 and 167.
 Articles 134 (1) b) and 167 (2) 1 give founders an additional choice in the context
of the two-tier system: the Statute may also decide that both the Supervisory Board
and the Managing Directors are directly elected by the General Meeting. This
‘Italian’ variant of administration strengthens the role of the General Meeting. It
derives from the standard corporate governance model of Italian JSCs (Articles
2380 to 2409-septies Codice Civile). 144

143 See above chapter B.I.
144 The Italian model was not adopted fully by Albanian law-makers. The members of the ‘collegio sindacale’ (Article
2397) come exclusively from the accountancy sector. However, their competencies (Article 2403) comply very much
with those of Supervisory Boards in the ‘classical’ two-tier model. Therefore, the only difference made by the Albanian
two-tier model here is that the General Meeting may also elect the Managing Directors, not just the Supervisory Board.
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