Page 178 - Albanian law on entrepreuners and companies - text with with commentary

3. It is important to note in this context that Article 161 (4) recommends the introduction
of a special Board committee for questions of remuneration, see above Comments on Article
154. The remuneration rules also apply to the Supervisory Board in the two-tier system,
Article 167(5). The Board in question is then the Supervisory Board.

Article 161
By-Laws, Chairman and Committees of the Board
(1) The Statute or the board may establish by-laws concerning its procedures.
Decisions of the board regarding these by-laws must be taken unanimously.
(2) The board must elect its chairman and vice-chairman in accordance with the
Statute. The vice-chairman has the rights of the chairman only in case the latter is
unable to conduct his activities. The chairman cannot be Managing Director.
(3) Each board meeting must be recorded by minutes of meeting which the
chairman shall sign. The minutes must contain the place and date of the meeting,
participants, agenda, outline of the contents of the meeting and decisions taken. Formal
defects in respect of the minutes do not invalidate the decision. Each board member may
request a copy of the minutes.
(4) The board may create committees composed of its members to prepare its
meetings and decisions or to supervise the implementation of its decisions, in particular,
the nomination of Managing Directors, the remuneration of directors and the audit of
the accounting of the company’s performance. The majority of each committee should
be composed of independent non-Managing Directors.

Article 162
Decision Making
(1) The Board of Directors may take valid decisions if more than half of its
members are present. It shall take its decisions by majority vote of the attending
members, unless otherwise provided by the Statute. In case of an equal number of votes,
the chairman shall have the casting vote.
(2) Decisions of the Board of Directors may be made by letter, phone or electronic
means as envisaged by the Statute or the board’s by-laws unless a board member
objects.
(3) The provisions of Article 148 shall apply correspondingly to the exclusion from
decision making of a member of the Board of Directors.

Article 163
Fiduciary Duties and Liability
(1) In addition to the general fiduciary duties expressed by Articles 14 to 18,
Managing Directors and members of the Board of Directors must:

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