Recommendation
About
Quality of the Internal Audit Report
of Economic Units
FOR THE INTERNAL CODE OF CONDUCT
‘compatibility or explanation’
(December 2020)
This Directive has transposed Commission Recommendation (1 COMMISSION RECOMMENDATION of 9 April 2014 on the quality of corporate governance reporting (‘comply or explain’) (Text with EEA relevance) (2014/208/EU) (2014/208/EU))
SECTION I
General Provisions
1. The purpose of this document is to provide guidance to the bodies responsible for the national governance codes, to economic units, and to other interested parties. The guidance aims to improve the overall quality of the internal governance report published by public-interest entities in accordance with Article 19 of the law. 25/2018 “On Accounting and Financial Statements” and in particular, the quality of the explanations provided by economic units in cases where they have deviated from the recommendations of the relevant Code of Internal Governance.
2. It is recommended that, where applicable, the report on the internal governance of the public interest entity make a clear distinction between the parts of the code of internal governance from which the entity cannot deviate, the parts that apply on a ‘comply or explain’ basis and those that apply purely on a voluntary basis.
2 In Albania, the Code of Internal Governance of Unlisted Public Joint-Stock Companies has been adopted.; http://cgi-albania.org/corporate-governance-code
SECTION II
Quality of the Internal Management Report of the Economic Unit
3. Article 19 of the law 25/2018 “On Accounting and Financial Statements” Requires public interest economic units, in their internal governance report, to provide information regarding the specific aspects of the rules or code on internal governance applicable to the economic unit.
4. To further improve transparency for shareholders, investors and other interested parties, in addition to information on the matters mentioned in point 3, economic units must describe how they have implemented the relevant recommendations of the economic unit's governance code on the matters most important to shareholders.
5. The information referred to in points 3 and 4 must be sufficiently clear, accurate, and comprehensive to enable shareholders, investors, and other interested parties to gain a sound understanding of how the economic unit is managed. Furthermore, the information must refer to the specific characteristics and circumstances of the economic unit, such as its size, structure, ownership, or any other significant feature.
6. To ensure easier access for shareholders, investors, and other interested parties, economic units must, on an ongoing basis, the information mentioned in points 3 and 4, make it available to the public by publishing it on their websites and include in their activity progress report a reference to the website even if they provide this information by other means as provided for in accounting law.
Section III
Quality of Explanations in the Case of a Deviation from the Code
7. Article 19 of Law No. 25/2018 “On Accounting and Financial Statements” It requires public‐interest economic units to provide explanations in cases where they have deviated from the recommendations of the code they are required to apply or have voluntarily chosen to apply.
8. For the purposes of paragraph 7, the economic unit must clearly indicate which specific recommendations it has deviated from, and for each deviation from an individual recommendation it must:
(a) explain in what way the economic unit has deviated from a recommendation;
(b) describe the reasons for the avoidance;
(c) describe how the decision was made within the economic unit to deviate from the recommendation;
(c) explain, when the deviation is time-limited, when the economic unit intends to comply with a particular recommendation;
(d) describe, where applicable, the measure taken in the event of a discrepancy and explain how that measure achieves the fundamental objective of the specific recommendation or of the code as a whole, or clarify how it contributes to the proper internal governance of the economic unit.
9. The information referred to in paragraph 8 must be sufficiently clear, accurate, and comprehensive to enable shareholders, investors, and other interested parties to assess the consequences arising from deviating from a particular recommendation. It should also refer to the specific characteristics and situation of the economic unit, such as its size, structure, ownership, or any other relevant feature.
10. Explanations for deviations must be clearly presented in the economic unit's management report so that they can be easily found by shareholders, investors, and other interested parties. This can be done, for example for the explanations, by following the same order of recommendations as in the relevant code or by grouping all explanations for deviations in the same section of the internal management report, as long as the method used is clearly explained.
Section IV
FINAL WILL
11. To motivate public-interest economic units to comply with the relevant code of economic-unit governance or to better explain any deviations from it, monitoring should be carried out at the national level, within the framework of financial statement monitoring.
12. The National Accounting Council draws the attention of the bodies responsible for internal governance codes, public interest entities, and other interested parties.
Source: National Council of Accounting (NCA).
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