Page 300 - Albanian law on entrepreuners and companies - text with with commentary

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 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. he/she ceases to be a Supervisory Board Member by virtue of any provision of the Law
including Articles 167 (4), 157.
2. he/she enters into any insolvency;
3. he/she is, or may be, suffering from mental disorder;
4. he/she resigns his/her office by notice to the company.
5.he/she 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/her office be
vacated.

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
Chairman/woman of its meetings and may at any time remove him/her from that office. The
Chairman/woman shall preside at every meeting of the Supervisory Board at which he/she is
present. But if the Chairman/woman 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/woman of the meeting.

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