Page 176 - Albanian law on entrepreuners and companies - text with with commentary
P. 176

(10) The resignation of the Managing Director shall be without prejudice to claims
            of the company for breach of fiduciary duties pursuant to this law.
                 (11)  If  the  Managing  Director  is  also  member  of  the  Board  of  Directors,  or
            pursuant  to  paragraph  2  of  Article  167  the  Managing  Director  is  appointed  by  the
            General Meeting, than the above provisions of this Article related to the resignation of
            the  Managing  Director  are  disregarded,  and  the  resignation  is  made  pursuant  to
                                        157
            paragraphs 4, 5 and 6 of Article 157.

            Comments:

                 The Law No. 129/2014, Article 25 amended Article 158 in line with the amendments to
            the  similar  provisions on  LLCs  (Article  95),  and  Article  157  regarding  board  members  of
            JSCs, by adding new paragraphs (8), (9), (10) and (11) on the resignation and substitution of
            Managing Directors.
                 Besides, Article 25 of the same law inserted a provision in the first paragraph of Article
            157 for the effective date  for the appointment  of the  Managing  Directors,  in line with the
            amendments to the similar provisions on LLCs (Article 95).

                                          Article 159
                                         Representation
                 (1) Limitations to the Managing Directors’ authority may be relied upon against
            third parties in accordance with Article 12 of this law.
                 (2) Managing Directors entitled to represent the company jointly  may authorize
            some  of  them  to  carry  out  certain  transactions  or  certain  kinds  of  transactions.
            Declarations  which  are  addressed  to  one  of  the  Managing  Directors  are  valid  and
            binding to the Company.
                 (3) A Managing Director’s entitlement to representation and any change thereof
            shall be reported for entry to the National Registration Centre.

                                          Article 160
                                         Remuneration
                 (1) Board members may be granted remuneration or incentives including parts of
            the company profit or share options for their work. The salary of Managing Directors
            may be supplemented by incentives. The scheme for these benefits shall be prepared by
            the board and approved by decision of the General Meeting.
                 (2)  Individual  benefits  shall  be  established  by  the  board  and  must  adequately
            reflect  the  duties  of  non-managing  board  members  and  the  Managing  Directors  with
            respect to the scheme referred to in  paragraph 1 and to the financial situation of the
            company.

            157  Paragraphs 8–11 have been added by Law No. 129/2014, Article 25.
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