Page 171 - Albanian law on entrepreuners and companies - text with with commentary

Directors of Listed Companies and on the Committees of the (Supervisory) Board’
implemented this proposal of the High Level Group.
 The Law applies additional restrictions to the eligibility of (Managing) Directors
in order to avoid conflicts of interest between their function in the company and
the occupation of such functions in other companies or subsidiaries, Articles 156
(2), 158 (2), 167 (3) and (4).
 The scheme of benefits for (Managing) directors must be approved by decision of
the General Meeting, Articles 160, 167 (5). See the Comments to this provision
below.
 Board members and Managing Directors must cooperate with the General
Meeting and involve it in case of high risk situations for the company: Article 154
establishes cooperation requirements for the Board in Article 154 a), b),
(preparation by the Board of Directors of measures to be taken by the General
Meeting), e) (Board must monitor, approve and report on financial statements
produced by Managing Directors and present them to the General Meeting), ë)
(Board must approve and report to the General Meeting on auditors’ reports); for
Managing Directors, in Article 158 (3). Article 154 (2) and Article 158 (5) require
the Board and the Managing Directors to become active and involve the Meeting if
decisions according to paragraphs 3 to 5 of Article 136 must be taken. 154
 (Managing) Directors liability for extended fiduciary duties, Articles 163, 167 (6).
In particular, Managing Directors must organize the company such to install an
early warning system regarding threats to the company deriving from its financial
or business situation or from other interests which the management is required to
take into account with respect to the concept of extended fiduciary duties, Article
158 (3) d). As regards Directors’ fiduciary duties, see Comments to Articles 98 and
163.
 Members of the Board of Directors (or Supervisory Board) and Managing
Directors are jointly and severally liable for the probity of all financial statements
and of statements on other key-data, such as information on the company’s risk
management system, its business prospects, investment plans, technical,
organizational and human resources and corporate governance structures and
practices, Articles 164, 166 (2).
 (Managing) Directors may be the target of minority shareholders’ and creditors’
derivative actions, Articles 10 (3), 151 (1) and (6) (see Comments to Article 150).
 In particular, the (Supervisory) Board may be requested by the above-mentioned
shareholders or creditors to perform its supervisory duties with respect to special
cases, in particular, when they consider the lawfulness of the work of the
Managing Director as being questioned, Article 165.

154 See also the Albanian Corporate Governance Code, Principle 6.
170