IRAQ Law and Practice Contributed by: Ahmed Al-Janabi and Sarmad Akrawi, MENA Associates in association with AMERELLER
Managing Director Under the Companies Law, the responsibilities of the managing director in an LLC are the same as that of the board of directors of the joint stock company, subject to the decisions of the general assembly. The managing director must carry out the tasks within the powers assigned by the general assembly (or board of directors in the JSC). Board of Directors In a JSC, the board of directors must meet at least once every two months at the request of the chairman or any one of its members. The board is responsible for the necessary admin - istrative, financial, planning, organisational and technical duties of the company’s business, except those which fall under the powers of the general assembly. In particular, the board of directors has the following powers: • appointing the managing director and deter - mining his/her remunerations and authorities; • dismissing the managing director; • implementing the general assembly’s deci - sions and follow-up thereof; • evaluating an annual plan for the company’s activities as prepared by the managing direc - tor; • preparing final accounts of the previous year, to be reported to the general assembly along with the results of the annual plan; • following up on implementation of the annual plan with periodic reports to the auditor; • preparing statistical studies to further develop the company’s business; • making decisions related to loans, mortgages and securities; • establishing an audit committee within its board to recommend external, independent auditors; the audit committee is responsible
managing director may carry out the managing director’s responsibilities in the latter’s absence. A managing director’s functions involve carry - ing out the day-to-day business operations of the LLC. Private JSCs are governed by a board of direc - tors consisting of a minimum of five and a maxi - mum of nine members elected by the general assembly. Being a member of the board of directors is sub - ject to the following eligibility requirements: • they must be legally qualified and not banned from managing a company under law or legal decision; and • they must own no fewer than 1,000 shares – any number below this must be increased to meet the minimum within 30 days of member - ship. The board must elect the chairman and deputy chairman from among its members. The manag - ing director is not required to be a board mem - ber. However, the managing director may not also be the chairman, and cannot be the man - aging director of any other joint stock company. The powers of the board of directors are deter - mined by the Companies Law and mentioned in 3.2 Decisions Made by Particular Bodies . 3.2 Decisions Made by Particular Bodies Shareholders As the governing body of the LLC, the general assembly of shareholders may deal with any matter that is in the company’s interest. The shareholders appoint, remove and determine wages and powers of the managing director and must also approve the LLC’s budget, final accounts and annual plan.
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