Page 246 - Albanian law on entrepreuners and companies - text with with commentary

 Approval of financial statements
 Approval of borrowings or creditor guarantees (possible above certain amount)
 Policy on external communications, e.g. with regulators, shareholders and/or the
media
 Definition of authorities delegated to management
 Nominating and (recommendation for) dismissal of the Administrator (CEO),
and/or on his/her remuneration (possibly also of other top management, in
consultation with the Administrator (CEO)

- The board should maintain a compliance schedule which shows when various financial,
legal, and regulatory requirements must be completed, and who is responsible for each
item. Such schedule is likely to include:
 Obligations relating to the preparation and filing of financial statements
 Tax compliance
 Banking facilities and covenants
 Health and safety compliance
 Insurance

- A schedule of powers delegated to management is likely to cover the following issues:
 Preparing strategic proposals, corporate plans, and budgets
 Executing the strategy agreed upon by the board
 Executing actions in relation to board decisions on investments, mergers, and
acquisitions, etc.
 Opening bank accounts and authorizing financial payments
 Signing of contracts
 Signing of internal company regulatory documents
 Powers of attorney
 External communication
 Staff recruitment and remuneration
 Establishing a system of internal control and risk management
 Health and safety operations

- The board should promote high standards of professional and business conduct, which
should be summarized in a Code of Business Conduct, which should state the company’s
expectations in relation to:
 Compliance with laws and regulations
 Standards of customer services
 Conflicts of interest
 Gifts or preferential treatment in respect of suppliers, customers etc.
 The need for integrity and ethical business practice
 Company obligations to the general well-being of the company

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