Page 172 - Albanian law on entrepreuners and companies - text with with commentary

Article 154
Rights and Duties
(1) The Board of Directors has the following rights and duties:
a) giving directives to the Managing Directors with respect to the implementation
of business policies;
b) monitoring and supervising the implementation of business policies by
Managing Directors;
c) on request of the General Meeting, preparation of measures which fall into the
competencies of the latter, recommendation of decisions to be adopted by the General
Meeting and execution of the latter’s decisions;
ç) convening a General Meeting if it is necessary for the company’s interests;
d) ensuring that the company observes the applicable law and accounting
standards;
dh) examination of the company’s books, documents and assets;
e) ensuring that the annual statement of accounts is prepared by the Managing
Directors as well as their report regarding the performance status of the company and
any other disclosures that may be required by law or Statute; these documents must be
approved and signed by all board members to be presented to the General Meeting
together with a report of the board regarding the reasons for the approval and a
description of the way the management has been monitored throughout the business
year;
ë) ensuring that the audit of the books and records is performed at least annually
by the independent auditor, with the auditor’s report addressed to the General Meeting
of shareholders and made available to each director and Managing Director. The board
report mentioned under e) as also to comment on the auditor’s report;
f) hiring and discharging Managing Directors;
g) determining the benefits for Managing Directors;
gj) causing the company to incur debt amounting to more than 5% of the
company’s assets resulting from the last financial statements through loans or the
issuance of bonds or convertible debt instruments;
h) establishing lasting business co-operations and proposing policies regarding the
formation of new companies or groups;
i) other duties as set by law or Statute.
(2) In cases envisaged by Article 136, paragraphs 3-5, the board must immediately
convene a General Meeting in order to consider whether the company should be wound
up or if any other measure should be taken.

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