Page 179 - Albanian law on entrepreuners and companies - text with with commentary

a) perform their duties established by law or Statute in good faith in the best
interest of the company as a whole which includes environmental sustainability of its
operations;
b) exercise powers granted to them by law or Statute only for the purposes
established therein;
c) give adequate consideration to matters to be decided;
ç) avoid actual and potential conflicts between personal interests and those of the
corporation;
d) ensure that approval is given where contracts described in paragraph 3 of
Article 13 are concluded.
dh) exercise reasonable care and skill in the performance of his functions.
(2) Managing Directors and members of the Board of Directors may be held liable
for any action or failure to act unless the action or omission was made in good faith,
based upon reasonable inquiry and information, and rationally related to the purposes
of the company.
(3) In case of violation of duties and the standard of diligence referred to in
paragraphs 1 and 2, Managing Directors and members of the Board of Directors shall
compensate the company for any damage which occurred due to the violation. They
shall also disgorge any personal profits made in violation of their duties to the company.
Managing Directors and members of the Board of Directors bear the burden of proving
compliance with their duties and standards. In case the violation has been committed by
more than one Managing Director or member of the Board of Directors, all directors in
question are jointly and severally liable.
(4) In particular, Managing Directors and members of the Board of Directors are
obliged to compensate the company in damages, if they are, contrary to this law,
carrying out the following transactions or if they were aware or could have been aware
of such transactions carried out by other directors without notifying the General
Meeting in this respect:
a) returning contributions to shareholders;
b) paying interests or dividends to shareholders;
c) subscribing, acquiring, accepting as pledge or withdrawing the company's own
shares;
ç) issuing shares prior to full payment of their par value or a higher issue price;
d) distributing the company's assets;
dh) letting the company continue to do business when it should be foreseen that it
will not be able to pay its debts;
e) in case of increase of capital, issuing shares contrary to the set purpose or before
they have been paid for in accordance with Article 123;
ë) making payments to board members or Managing Directors;
f) granting loans.

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