The notion of a director
A director within any legal entity presents a person who deals with management, executive affairs and additional responsibilities such as fulfillment of the General Assembly goals as well as human resources management, organizational processes and finances.
In the Federation of Bosnia and Herzegovina, the role of the director is primarily prescribed by the Law on Companies of FBiH. Therefore, Article 276 prescribes that the director organizes the work and manages the business, represents the legal entity and is responsible for the legality of the business.
The procedure for election, appointment, dismissal, composition and manner of decision-making of the management of a legal entity is determined by the statute.
These provisions regarding the position of director in legal entity apply in both limited liability company (d.o.o. in Bosnia and Herzegovina) and joint stock established company (d.d. in Bosnia and Herzegovina).
The board members of a joint stock company include a director, or a combination of director with one or more executive directors.
Director in several companies
Given the brief presentation on the importance and the very position of directors, in practice the question is often asked whether one person can be a director in several companies or societies?
Earlier doubts were removed by the new Labor Law of the FBiH ("Official Gazette of the Federation of BiH", No. 26/2016 and 89/2018), which in its Article 27. prescribes that the director may perform the managerial function in employment or without employment, in accordance with the regulations on work. If the director performs a managerial function without employment, the rights, obligations and responsibilities are regulated by the contract, in accordance with the general act of the employer.
By interpreting the said provision, we come to the conclusion that the person "P.V." he may be employed (on the basis of an employment contract), for example in company “B”, while in company “D” he may perform the function of a director without an established employment relationship. In practice, his position in the company in which he is a director will be resolved by concluding the so-called managerial contract which will prescribe in more detail his rights and obligations.
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