THE ADOPTION OF NUMEROUS DOCUMENTS
     The preparation of the new Company Law coincided with the  adoption 
     of numerous documents containing opinions and rules which have to 
     protect the position and regain the trust of the investors 
     (shareholders) following the big scandals that took place in the USA 
     and Europe:
     - The Agreement for stabilization and association in the Republic of 
     Macedonia with the European Union - in the next ten years the 
     Republic of Macedonia must to harmonize its legislation with the 
     European Union directives;
      
     - In the new Company Law the European is incorporated the basics of 
     the By-law for the status of the so called European society (Societas 
     europea). 
      
     - The obligations arising from the Program for stimulating investments 
     in the Republic of Macedonia that should create the best atmosphere 
     for attracting domestic and foreign investments was also assumed.  
                                
                 OECD’S PRINCIPLES OF CORPORATE
                            GOVERNANCE
    
   - The new CL contains all the principles of the “White Paper” which further 
   elaborates the OECD’s Principles of corporate governance;
   - The reference for implementation and preparation for application of the 
   principles included in the White Paper is also taken into consideration;
    
   - The new CL also contains all the principles of revised OECD’s Principles 
   of corporate governance; 
    
   - Furthermore, the views of the European financial regulatory committee 
   were also taken into consideration, and particularly the references 
   regarding the most important issues of governance (corporate 
   governance) in relation to the report of the so called Winter’s group.  
    
   - When accepting numerous solutions from the above mentioned 
   documents, the historical circumstances in the country were also taken 
   into account. 
                                   
                          THE EMPLOYEE
     
    -  The Directive of the European Union 2001/86/EC starting from October 8, 
 2001 regulates the participation of the employees in the European society and is a 
 constituent  part  of  the  By-law  for  the  European  society.  These  two  normative 
 documents must be applied together. 
     
     - The new CL refers to the right to participate in the decision making upon 
 issues and decisions regarding the life of the employees, or managing the so 
 called  economic  rights  of  the  employees  arising  from  the  employee  status, 
 particularly the employees’ right to participate in the profit and other economic 
 rights, as well as information and consultation to be regulated by a separate law, 
 which is already in progress. 
                                
              ONE-TIER AND TWO-TIER MANAGEMENT SYSTEMS
     
    - The new CL “takes over” the one-tier and two-tier management system from 
 the first CL. 
     
    -  The  reasons  behind  this  are  the  positive  results  in  the  development  of 
 corporate governance which were achieved by their application.
     
    -  According to the results from the project of EBRD Corporate Governance 
 Sector Assessment Project – 2002 Results these legal solutions were highly rated. 
   The final scores of countries are categorised as A,B,C, D and E.  Republic of 
 Macedonia from 27 countries with other seven countries is categorised as “B” 
 (“High  Compliance”)  level  of  corporate  governance  system  when  measured 
 against OECD Principles of Corporate Governance by using revised Checklist. No 
 country was categorized as “A- High Compliance”.  
     
    - Despite such high rating of the solutions for the one-tier and two-tier 
 management systems from the first 1996 CL, in the new CL they are partly 
 changed and significantly amended. 
                                 
                      MANAGEMENT SYSTEMS
     
    According to the new CL as well, the JSCs may choose between the two 
 different systems of management: 
     
    - one-tier (board of directors); or
    -  two-tier system (management board and supervisory board).
     
    The novelty here is the possibility that the two-tier system may be organized 
 with a manager instead of a management board and supervisory board.