MAURITIUS Law and Practice Contributed by: Professor Michael Katz, Laksha Juddoo Prayag, Anne-Sophie Lenette and Ayesha Rambajun, ENS
file (including at group level where applicable), and ensure appropriate systems, controls, policies and procedures are documented and implemented, with clear allocation of responsibilities to the Compliance Officer and Money Laundering Reporting Officer. The board must establish a risk-based compliance review framework with more frequent reviews for higher-risk areas. AML/CFT arrangements must be reviewed at least annually or after material busi- ness changes, and deficiencies must be addressed promptly. Directors and other officers of a reporting person face personal criminal liability for knowingly or unrea - sonably failing to comply with AML/CFT obligations, including failures to implement controls, destroying mandatory records or permitting transactions under false identities. Conviction carries fines up to MUR10 million and up to five years’ imprisonment. 6. Audit, Risk and Internal Controls 6.1 External Auditors Appointment of Auditor Every company (except small private companies) must appoint an auditor at each annual meeting to hold office until the next annual meeting and audit the com - pany’s financial statements (and group statements, if applicable) for the following accounting period. A company is considered as a “small private com - pany” where: • its turnover of which in respect of its last preceding accounting period is less than MUR100 million or such other amount as may be prescribed; • it is not a company holding a Global Business Licence; and • it is not a PIE. The shareholders of a small private company may, by unanimous resolution, agree that no auditor be appointed, though this ceases to have effect if any shareholder holding at least 5% of the shares gives notice requiring an appointment.
The board may appoint the first auditor before the first annual meeting (holding office until that meeting con - cludes). Thereafter, the external auditor is appointed at the general meeting upon board recommendation following an open, transparent and competitive selec - tion process. The board may fill casual vacancies in the auditor’s office. If no auditor is appointed at an annual meeting and no resignation notice has been given, the Regis - trar may appoint one. An auditor who resigns or declines reappointment must give notice, which the company must circulate to all shareholders entitled to receive general meeting notices. The auditor may attend and be heard at any shareholders’ meeting on matters concerning their role, and the board must ensure the auditor attends the meeting considering the auditor’s report on annual accounts. Relationship Between the Company and the Auditor The auditor must be independent and ensure their judgement is not impaired by any relationship with or interest in the company or its subsidiaries. The auditor’s report must confirm, among other matters, that all necessary information and explanations were obtained, proper accounting records were maintained and the financial statements present a true and fair view complying with IAS/IFRS and the CA. Under the FRA 04, no person may act as auditor with - out an FRC licence. Auditors must perform duties independently, comply with the Code of Professional Conduct and Ethics, avoid activities impairing inde - pendence and disclose potential conflicts to the entity. The licensed auditor must also report on the PIE’s Code compliance as disclosed in its annual report. For listed companies, audit firm rotation is mandato - ry-no firm may audit a company’s accounts for more than seven years in any ten-year period. If an auditor discovers a material irregularity during a PIE audit, they must promptly notify officers and board mem - bers in writing and request remedial action; if ade - quate steps are not taken within 30 days, they must report to the FRC and the Mauritius Institute of Pro -
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