Page 270 - Albanian law on entrepreuners and companies - text with with commentary

time by the General Meeting but without prejudice to any rights held under an employment
contract with the company.
(2) Neither Managing Directors of the company and of companies in the same group nor
persons related to them in accordance with Article 13 (3) of the Law may be elected as
members of the Supervisory Board. Other restrictions on nomination of Supervisory Board
Members are provided by Article 156 of the Law.
(3) The majority of Supervisory Board Members shall be independent in accordance with
Article 155 (1) and (4) of the Law.
(4) The Supervisory Board may appoint a person who is willing to act to be a Member of the
Supervisory Board, either to fill a vacancy or as an additional Member, provided that the
appointment does not cause the number of Members to exceed the number mentioned in
paragraph 1. A Member so appointed shall hold office only until the next following annual
General Meeting.
(5) The following persons are nominated the first Supervisory Board Members until election
by the first ordinary General Meeting:

(Identification data):
- …..
- …..
- …..
- …..
….

Article 25: Powers of the Supervisory Board and its Committees
(1) The Supervisory Board shall not participate in the management of the company. The
Supervisory Board monitors and supervises the implementation of the business policies by
Managing Directors and controls its compliance with the Law and the Statute. The duties of
the Supervisory Board established by Articles 167 (1) and Article 154 (1) numbers 2 to 10
and 13 and Article 154 (2) may not be delegated to Managing Directors.
(2) The Supervisory Board may delegate any of its powers to any committee consisting of
one or more Supervisory Board Members. Any such delegation may be made subject to any
conditions the Supervisory Board may impose, and may be revoked or altered. The
Supervisory Board may not delegate any duty to which it is subject by the provisions of the
law.
(3) Subject of the aforesaid, the Supervisory Board shall create
1. a committee establishing standards for the nomination of Managing Directors by the
General Meeting;
2. a committee establishing the remuneration scheme and the individual remuneration of
Managing Directors and Supervisory Board Members;
3. a committee auditing the company’s performance and accounting.

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