Page 162 - Albanian law on entrepreuners and companies - text with with commentary

Article 165 (1). In case the board fails to comply with the request, shareholders and creditors
concerned may initiate the special investigation procedure established by Article 150. Articles
150 and 151 are other important minority rights which we will comment on in their own
context.
In the interest of (minority) shareholders, directors’ salaries and incentives are subject
to control by the General Meeting. Payments may be adequately reduced in case of financial
deterioration of the company, Article 160.

Article 140
Representation by Proxy
(1) A shareholder may be represented at the General Meeting by another
shareholder authorized by him or another authorized person.
(2) The authorized agent may not be a Managing Director or a member of the
Board of Directors or Supervisory Board.
(3) The authorization shall be issued in writing for one General Meeting including
the reconvened meetings having the same agenda. 149
(4) The authorized agent must disclose any facts which may be relevant for the
shareholder in assessing the risk that the authorized agent might pursue any interest
other than the interest of the shareholder.

Comments:

1. With respect to the authorized representatives (agents or ‘proxies’) of a shareholder,
conflicts of interest can arise. The proxy must disclose such interests to the shareholder. In
case of breach of this rule, the proxy is liable according to Civil Code rules on contractual and
tort liability. The courts must establish the range of the conflict for each case. The standards
of Article 13 (2) on related or connected persons will be of support here. Particular hints are
given in this respect by Article 10 (3) c), sections ì to ìv of the Shareholder Protection
Directive 2007/36/EC: a conflict of interest within the meaning of this paragraph may in
particular arise where the proxy holder:

i) is a controlling shareholder of the company, or is another entity controlled by such
shareholder;
ii) is a member of the administrative, management or supervisory body of the
company, or of a controlling shareholder or controlled entity referred to in point
(i);
iii) is an employee or an auditor of the company, or of a controlling shareholder or
controlled entity referred to in (i);

149 Amended by Law No. 129/2014, Article 22.
161