The “Report on Corporate Governance for Mauritius” (Code), aims at improving ethical conduct of directors and senior officers of both public and private companies. Section 1 of the Code provides as follows:
The Code of Corporate Governance applies to the following business enterprises. In case of non-compliance, these enterprises shall disclose and explain the reasons for their non-compliance:
a. Companies listed on the Official List of the Stock Exchange of Mauritius Ltd. All such companies shall comply with all the provisions of the Code.
The Stock Exchange of Mauritius Ltd (SEM) may, through the Listing Rules, add further requirements in respect of corporate governance.
b. Banks and non-financial institutions
All such companies shall comply with all the provisions of the Code.The Bank of Mauritius and Financial Services Commission may further require that certain provisions of the Code be mandatory, and prescribe, for specific prudential reasons, more stringent requirements in respect of corporate governance for companies under their regulation.
c. Large public companies.
Large Public Companies have been defined as “individual companies or group of companies with an annual turnover of Rs 250 million and above”.
d. State-owned enterprises, including statutory corporations and parastatal bodies.
e. Large private companies
Large Private Companies have been defined as “individual companies or group of companies with an annual turnover of Rs 250 million and above”.
Board of Directors
The board of directors of the institutions designated above, which is the link between the shareholders and the company, shall be responsible for the implementation and subsequent compliance with the Code. It is essential for the protection of shareholders' interests (including minority interests) that the board comprises directors who are independent from the company and from any dominant shareholder. The board should consist of executive directors with intimate knowledge of the business, non-executive directors who can bring a broader view to the company’s affairs, and independent non-executive directors who can bring additional experience as well as independence and clarity of thought to deliberations.