GEORGIA Law and Practice Contributed by: Tamar Jikia and Archil Giorgadze, Andersen in Georgia
4.3 Board Composition Requirements/ Recommendations In commercial banks, the Corporate Govern - ance Code mandates gender diversity and inde - pendent directors. Moreover, board members are required to fulfil qualification requirements. There are no requirements for legal entities other than commercial banks. 4.4 Appointment and Removal of Directors/Officers Directors are usually appointed and removed by a decision of the general meeting. In two-tier structures, this power lies with the supervisory board. Directors may be dismissed at any time without cause. Any agreement that contradicts this provision is considered void. There are certain restrictions on who may be appointed as a director or officer of a company. For instance, a member of the supervisory board of a joint stock company cannot simultaneously be a member of the management body of the same company. Additionally, the company char - ter may provide for a list of positions that cannot be combined with the role of a member of the supervisory board. In regulated entities, espe - cially within the financial sector, individuals pro - posed for appointment as directors or officers must not only meet standard legal and fiduciary obligations but also satisfy specific suitability and qualification requirements imposed by the relevant regulatory authorities. 4.5 Rules/Requirements Concerning Independence of Directors The corporate governance code applicable to financial institutions defines directors’ independ - ence as their ability to function objectively and independently without influence or potential influence from any third parties.
• Members of the supervisory board are elected by the General Meeting for a term of not more than three years. Sessions of a board of directors and a supervi - sory board are subject to regulation under the company’s charter. Decisions are usually made by half of the board members. There are no mandatory rules in this respect and regulation of board sessions and decision-making are within the company’s discretion. Boards of directors may be composed of any number of directors. The number of members of the board of directors is determined by the company’s charter. The members of the board of directors shall be elected for a period of not more than three years, although they can be re- elected. 4.2 Roles of Board Members Each member of the board of directors has the same role. There are no differences among indi - vidual board members. Although companies may wish to assign specific titles to directors, such as finance director, operational director, etc, this will not affect their voting power or responsibility before the company. If a company’s management body consists of multiple members, they shall exercise represent - ative authority jointly, unless the charter provides otherwise – such as authorising individual repre - sentation by one or more members, joint repre - sentation by certain members, etc. 4. Directors and Officers 4.1 Board Structure
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