Page 271 - Albanian law on entrepreuners and companies - text with with commentary

The committees consist of one or more Supervisory Board Members the majority of whom
must be independent.
(4) The nomination, remuneration and audit committees shall make recommendations aimed
at preparing the decisions to be taken by the Supervisory Board itself. The primary purpose
of the committees shall be to increase the efficiency of the Supervisory Board by making
sure that decisions are based on due consideration, and to help organise its work with a view
to ensuring that the decisions it takes are free of material conflicts of interest. The creation
of the committees shall not remove the matters considered from the purview of the
Supervisory Board itself, which remains fully responsible for the decisions taken in its field
of competence.
(5) The audit committee, in particular, shall:
1. monitor the financial reporting process;
2. monitor the effectiveness of the company's internal control and risk management systems;
3. monitor the statutory audit of the annual and consolidated accounts;
4. review and monitor the independence of the statutory auditors or audit firm, and in
particular the provision of any additional services to the audited entity.
(6) Based on the deliberations of its committees, the Supervisory Board shall:
1. make proposals to the General Meeting with respect to any appointment of Managing
Directors and Statutory Auditors;
2. prepare the performance report required by Article 155 (2) numbers 7 and 8 of the Law
and submit it to the General Meeting in accordance with Article 137 (3) of the Law;
3. prepare the annual statement on the company’s corporate governance and on the
qualification of Managing Directors and Supervisory Board Members and disclose them as
required by Article 134 (2) of the Law.
(7) No alteration of the Statute and no direction by the General Meeting shall invalidate any
prior act of the Supervisory Board which would have been valid if that alteration had not
been made or that direction had not been given.

Article 26: Disqualification and Removal of Supervisory Board Members
The office of a Supervisory Board Member shall be vacated if
1. she/he ceases to be a Supervisory Board Member by virtue of any provision of the Law
including Articles 167 (4), 157.
2. she/he enters into any insolvency;
3. she/he is, or may be, suffering from mental disorder;
4. she/he resigns his office by notice to the company.
5. she/he shall for more than six consecutive months have been absent without permission of
the other Members from Supervisory Board meetings held during that period and the
General Meeting, on proposal of the Supervisory Board, resolves that his office be vacated.

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