Page 173 - Albanian law on entrepreuners and companies - text with with commentary

Article 155
Number, Election and Composition of the Board of Directors
(1) The Board of Directors shall consist of at least three or a higher uneven
number of members, but of not more than 21. Directors are natural persons the
majority of whom shall be independent and non-managing.
(2) The members of the Board of Directors are elected by the General Meeting
with the majority required by paragraph 2 of Article 145 for a term established by the
Statute not exceeding 3 years, with the possibility of re-election.
(3) The Statute may provide that shareholders holding at least 5% or less of basic
capital may elect a member of the Board of Directors by special decision. Any director
so elected may not increase the size of the Board of Directors beyond 21 members.
(4) An independent director is a person free from conflicts of interests as defined
by paragraph 3 of Article 13.

Article 156
Restricted Eligibility
(1) Members may be elected from the ranks of the company's shareholders and
employees, as well as from the ranks of other persons outside the company.
(2) A person may not be elected as a member of the Board of Directors
a) if he is already a member of the Board of Directors or Supervisory Board of 2
other companies registered in the country;
b) if he is the Managing Director of a parent or subsidiary of that company;
c) if he is the Managing Director of another company where a Managing Director
or member of the Board of Directors of the first company is member of the Board of
Directors or Supervisory Board.
(3) Any election made contrary to the provisions of paragraph 2 is null and void.
Third party rights are governed by Article 12.
(4) Membership of the Board of Directors or Supervisory Boards of other
companies in a group shall be regarded as membership of only one board.
(5) Any persons standing for election as a member of the Board of Directors shall
inform the company in time of any board position he holds in any other company.

Article 157
Dismissal and Resignation 155
(1) The General Meeting may dismiss a member of the Board of Directors at any
time by ordinary majority. This right may not be removed by Statute or contract. Any
claims to compensation arising from any contractual relationship are to be governed by
the general civil law.

155 Amended by Law No. 129/2014, Article 24.
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