Article 198 of Companies Law

The company's constitutive contract shall specify the method for determining the remuneration of the chairman and members of the board of directors. The total of such remuneration may not be assessed at more than ten percent of the net profit after deducting depreciation and reserves and distributing to shareholders a profit of not less than five percent of the capital or any higher percentage stipulated in the company's constitutive contract. Nevertheless, annual remuneration not exceeding six thousand dinars may be distributed to the chairman of the board of directors and to each member of that board from the date of incorporation of the company until profits are achieved that permit it to distribute remuneration in accordance with the preceding paragraph. By a resolution issued by the company's ordinary general assembly, an independent board member may be exempted from the aforementioned maximum remuneration. The board of directors shall submit an annual report to be presented to the company's ordinary general assembly for approval, containing an accurate, detailed statement of the amounts, benefits, and advantages received by the board of directors, whatever their nature or designation. Law Index 1501 Home Page Companies Law Law No. 1 of 2016 Promulgating the Companies Law Article 199 (1) No person having a representative on the board of directors, nor the chairman or any member of the board of directors, nor any member of executive management, nor their spouses or relatives of the second degree, may have a direct or indirect interest in contracts and transactions concluded with the company or for its account except under an authorization issued by the ordinary general assembly. In this case, the member shall disclose the interest to the board of directors and abstain from voting. The company shall establish a register containing all disclosed dealings with related parties, and shareholders shall be entitled to obtain a copy of the register.