Page 284 - Albanian law on entrepreuners and companies - text with with commentary

(2) The Directors may delegate any of their powers to any committee consisting of one or more
Directors. Any such delegation may be made subject to any conditions the Directors may
impose, and may be revoked or altered. The Directors may not delegate any duty to which they
are subject by the provisions of the law.
(3) Subject of the aforesaid, the Board shall create
1. a committee establishing standards for the nomination of Managing Directors;
2. a committee establishing the remuneration scheme and the individual remuneration of
Directors and Supervisory Board Members;
3. a committee auditing the company’s performance and accounting.
The committees consist of one or more Board Members the majority of whom must be non-
managing and independent. Any such delegation may be made subject to other conditions the
Board may impose, and may be revoked or altered.
(4) The nomination, remuneration and audit committees shall make recommendations aimed at
preparing the decisions to be taken by the Board itself. The primary purpose of the committees
shall be to increase the efficiency of the 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 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) No alteration of the statute and no direction by the General Meeting shall invalidate any
prior act of the Board which would have been valid if that alteration had not been made or that
direction had not been given.

Article 21: Powers of Managing Directors
(1) The business policies of the company shall be managed and the company represented by the
Managing Directors who may exercise all the powers of the company in accordance with
Articles 158 (3) and (5) and with Article 159 of the Law. Duties which the Law attributes to the
Board in accordance with Article 154 (1) numbers 2 to 10 and 13 may not be delegated to
Managing Directors.
(2) No alteration of the statute by the General Meeting and no direction by the Board shall
invalidate any prior act of the Managing Directors which would have been valid if that
alteration had not been made or that direction had not been given.

Article 22: Disqualification and Removal of Directors
The office of a Director shall be vacated if

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