MAURITIUS Law and Practice Contributed by: Professor Michael Katz, Laksha Juddoo Prayag, Anne-Sophie Lenette and Ayesha Rambajun, ENS
3. Directors and Officers 3.1 Board Structure
3.4 Appointment and Removal of Directors/ Officers Appointment Directors are appointed by ordinary resolution unless the constitution provides otherwise (eg, requiring a special resolution or granting a shareholder the right to appoint by written notice). Where there are no directors or the number falls below quorum and appointment under the constitution or CA is not practicable, a shareholder or creditor may apply to the Court to appoint directors if in the company’s Notwithstanding anything in its constitution or in any agreement between it and a director, a director of a public company may be removed by ordinary resolu - tion at a meeting called for that purpose. A private company director may, subject to the consti - tution, be removed by special resolution at a meeting called for that purpose. The constitution may grant alternative arrangements, such as removal by written notice. Restrictions There are a several restrictions on who may be a direc - tor of a company. A person is disqualified if they are: • under 18 years of age; • in the case of a public company and subject to certain exceptions, over 70 years of age; • an undischarged bankrupt; interests. Removal • prohibited from acting as a director or promoter of, or being concerned or taking part in the manage - ment of, a company under the CA; or • adjudged to be of unsound mind. A person may also be disqualified if they do not sat - isfy any qualifications for directors prescribed by the company’s constitution. In the case of a GBCs, a director must be “fit and proper” to act in that capacity.
A company is governed by a single board of directors. Although the board may delegate particular aspects of the company’s business or governance to committees constituted for that purpose, ultimate responsibility for the management of the business and affairs of the company remains vested in, or subject to the over - The unitary board typically comprises non-executive directors (a proportion expected to be independent) and executive directors (who also hold senior man - agement positions). An independent director is a non-executive director whom the board has determined to be free from any relationship or circumstance that could materially compromise objectivity. sight of, the board itself. 3.2 Board Members The chairperson leads the board, ensuring its effec - tiveness, setting the agenda, facilitating debate, and serving as the board’s principal spokesperson and primary contact for the CEO. 3.3 Board Composition The composition requirements for boards of directors vary by company type: • All companies – must appoint at least one natural person as a director who is ordinarily resident in Mauritius. • GBCs – must appoint a minimum of two resident directors. • Public companies – must have at least two inde - pendent directors and at least one woman on the board. • Listed companies – in addition to the requirements for public companies, are required to ensure that female representation accounts for no less than 25% of the board. • ACs – required to have at least one director, but that director need not be ordinarily resident in Mauritius. A corporation may also be appointed to act as a director.
470 CHAMBERS.COM
Powered by FlippingBook