Page 272 - Albanian law on entrepreuners and companies - text with with commentary

Article 27: Proceedings of the Supervisory Board
(1) Meetings of the Supervisory Board shall be held as often as the business of the company
so requires, but at least twice in one year unless the General Meeting decides by ordinary
resolution on a different frequency.
(2) The quorum for the transaction of the business of the Supervisory Board is that set in
Articles 167 (5), 162. Directors may participate in the meeting by electronic means
including video and audio conferencing. They may participate in voting by using a PIN
number issued to each Member of the Supervisory Board on appointment.
(3) The Members of the Supervisory Board shall appoint one of their number to be the
Chairwoman/man of its meetings and may at any time remove him/her from that office. The
Chairwoman/man shall preside at every meeting of the Supervisory Board at which she/he is
present. But if the Chairman is unwilling to preside or is not present within five minutes
after the time appointed for the meeting, the Members present may appoint one of their
number to be Chairman of the meeting.
(4) Questions arising at a meeting shall be decided by a majority of votes. In the case of an
equality of votes, the Chairman shall have a second or casting vote.
(5) All acts done by a meeting of Supervisory Board Members, or of a committee of
Supervisory Board Members, or by a person acting as a Member shall, notwithstanding that
it be afterwards discovered that there was a defect in the appointment of any Member or that
any of them were disqualified from holding office, or were not entitled to vote, be as valid
as if every such person had been duly appointed and was qualified and had continued to be a
Member and had been entitled to vote.
(6) A resolution in writing signed by all Supervisory Board Members entitled to receive
notice of a meeting of the Supervisory Board or a Supervisory Board Committee shall be as
valid and effectual as if it had been passed at a meeting of the Supervisory Board or the
Supervisory Board Committee duly convened and held.

Article 28: Restrictions on Voting of Supervisory Board Members
(1) A Member of the Supervisory Board shall not enter into any arrangement nor vote at a
meeting of the Supervisory Board or a Supervisory Board Committee on any resolution
concerning a matter in which she/he has, directly or indirectly, an interest or duty which is
material and which conflicts or may conflict with the interests of the company in accordance
with Article 13 of the Law unless at a meeting of the Supervisory Board all other members
have agreed to
1. authorize his/her entry into such an agreement and
2. authorize him/her to vote on any such matter.
The authorization may be general or specific to a particular matter. The last sentence of
Article 13 (2) and Article 13 (5) apply.
(2) A Supervisory Board Member shall not be counted in the quorum present at a meeting in
relation to a resolution on which he/she is not entitled to vote. Article 148 of the Law applies
correspondingly to the exclusion of a Member from decision making at such a meeting.

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