The Law No. 9901 “On the entrepreneurs and the commercial enterprises” approved on 14.04.2008 (hereinafter the “Law”) intended to ensure an improved and clearer view of the internal structure and functioning of the companies established under the Albanian law.

Among the provisions of the law, a significant innovative introduction, in a corporate governance view, is the enhancement of the institute of participation in the decision making of the companies. This is reflected in the possibility for the companies to apply the electronic notification, the electronic participation and the electronic voting in their Shareholders Meetings.

According to the Law, now it is possible for the companies established in Albania to provide in their Bylaws the possibility of notifying the essential information on the upcoming Shareholders Meeting by submitting an electronic mail to the shareholders of the company/. Moreover the participation of the absent shareholders and the electronic voting during the ongoing Shareholders Meeting may also be possible by means of appropriate electronic devices. This probably represents a new possibility of distant participation of the shareholders in the activity of the company in addition to the proxy voting, already present in the Albanian company’s decision making practice.

The application of electronic notification, electronic communication and electronic voting is foreseen by the law for both limited liability and joint stock companies and it is clear that the intention of the legislator was to establish a useful choice of participation inside the activity of every important corporate governance body inside the companies. Indeed, the on-line decision making process is foreseen also in the internal activity of the Administration Board. The members of the Administration Board are entitled to express their vote by electronic means unless this way of decision making is rejected by any member of the Board.

The Law requires all the activities related to the on-line decision making process to be assisted by appropriate electronic means. This is probably the only condition the law provides to the Bylaws of the companies which want to make use of such newly introduced alternatives. According to the Law, the appropriate electronic communication means that would assure a correct participation of absent members in the Shareholders Meeting are:


• the real-time transmission of the General Meeting;
  
• the real-time communication enabling members to address the
  General Meeting from a remote location
  
• a mechanism of casting votes, whether before or during the General Meeting, without the need to appoint a proxy holder who is physically present in the meeting.

The use of electronic means for the purpose of enabling members to participate in the General Meeting may be subject only to such requirements and constraints necessary to ensure the transparency, accuracy and fairness of the process by providing the correct identification of members and the security of the electronic communication and only to the extent that they are proportionate to achieve those objectives.