IRAQ Law and Practice Contributed by: Ahmed Al-Janabi and Sarmad Akrawi, MENA Associates in association with AMERELLER
4. Directors and Officers 4.1 Board Structure
for meeting the auditors and ensuring the accuracy of their work; and • establishing a compensation committee from its board to recommend the compensations for the board and managing director; these committee members must be impartial and may not be employees or own 10% or more of the company’s shares. The chairman must sign any decision made by the board of directors and follow up on the implementation of such decisions. 3.3 Decision-Making Processes The Shareholders (General Assembly) The general assembly of shareholders makes decisions through meetings, which are required to be held twice a year, or once a year in the case of a joint stock company. The details of the meeting process are found in 5.3 Shareholder Meetings . The Board of Directors The board of directors must meet seven days after the formation of a company and shall elect the chairman and deputy chairman for a one- year term that is renewable. The board of directors is required to meet at least once every two months at the invitation of the chairman or any of its other members. The meeting should be held at the company’s head office or as determined by the chairman if the head office is not an option at that time. Board decisions are reached through an abso - lute majority of the votes. In the case of a tie, the chairman’s vote prevails.
The board of directors is composed of between five and nine members elected by the general assembly. The membership lasts three years and is renewable. The board of directors appoints a chairman and deputy chairman. In a mixed JSC, the board of directors consists of seven members, two of whom represent the public sector and five of whom are elected by the general assembly. The composition would be three and four members respectively if the public sector’s share capital exceeds 50%. 4.2 Roles of Board Members Board Members The board members appoint and dismiss the managing directors, carry out the general assembly decisions, prepare final accounts, and handle the administrative, financial, plan - ning, organisational and technical duties of the company, as stated in the Companies Law. Chairman The chairman is required to follow up on the implementation of the decisions made by the board of directors. The chairman’s vote deter - mines the result of the board decisions when - The deputy chairman, also appointed by the board of directors, shall replace the chairman in his absence. The deputy chairman may not become the managing director. 4.3 Board Composition Requirements/ Recommendations There must be between five and nine members of the board of directors in a private JSC. Each ever there is a tie. Deputy Chairman
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