Page 299 - Albanian law on entrepreuners and companies - text with with commentary

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;
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.
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;

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