MAURITIUS Law and Practice Contributed by: Professor Michael Katz, Laksha Juddoo Prayag, Anne-Sophie Lenette and Ayesha Rambajun, ENS
fessional Accountants. A material irregularity includes any unlawful act or omission representing a material breach of fiduciary duty, causing or likely to cause material financial loss, or amounting to fraud or theft. 6.2 Risk Management and Internal Controls Geopolitical Risks Overseen by Regulators Mauritian regulators, including the FSC and Finan - cial Intelligence Unit (FIU), manage geopolitical risks through regulatory frameworks that strengthen AML measures and uphold international standards such as FATF recommendations. Mauritius implements UN sanctions through the Unit - ed Nations (Financial Prohibitions, Arms Embargo and Travel Ban) Sanctions Act. The Finance Act 2025 fur - ther amended this to strengthen the National Sanc - tions Committee, now a body corporate. Board-Level Oversight The board is responsible for risk management and internal controls in company, pursuant to its general duty of care, skill and diligence. The Code requires the board to adopt comprehensive risk management and sound internal control systems, assess its risk appetite, mitigate risks through internal policies, and keep the risk profile under review. The board may also consider appointing a risk committee depending on its business model. Under the Code, the board must disclose in its annu - al report (corporate governance or risk section) a description of principal risks and uncertainties, how each is managed, and risks threatening the business model, future performance, solvency, and liquidity. The board must also affirm that it or an appropriate committee has monitored and evaluated strategic, financial, operational and compliance risks.
applies most extensively to PIEs and listed compa - nies. Principle 6 of the Code requires boards to present a “fair, balanced and understandable assessment of the organisation’s financial, environmental, social and governance position, performance and outlook” in annual reports and on websites. The guidance rec - ommends specific ESG disclosures: • environmental impact monitoring and carbon reduction initiatives; • health and safety policies; • social impact assessments emphasising non dis - criminatory employment; • statutory social contributions and charitable/politi - cal donations; and • a governance report addressing all eight Code principles using “apply and explain”. The Code also encourages voluntary alignment with frameworks such as the Integrated Reporting Frame - work or Global Reporting Initiative. Under the FRA 04, PIEs are required to report on cor - porate governance per the Code and submit compli - ance statements (or reasons for non-compliance) to the FRC, which promotes high quality financial and non-financial reporting. The SEM Sustainability Index (SEMSI) benchmarks Official Market and DEM-listed companies against internationally aligned ESG crite - ria. However, ESG reporting is not yet a mandatory listing requirement and remains voluntary at exchange level. 7.2 ESG Developments The ESG landscape in Mauritius is evolving rapidly, with significant developments in the environmental and governance pillars. On the environmental front, the Finance Act 2025 introduced a 2% Corporate Climate Responsibility Levy on profits of companies with annual turnover exceeding MUR50 million, with proceeds allocated to a dedicated Climate and Sustainability Fund. This marks a shift from voluntary environmental disclo - sures towards a fiscal mechanism linking corporate profitability to climate accountability. The CSR frame -
7. Environmental, Social and Governance 7.1 ESG Requirements
Mauritius lacks standalone mandatory ESG reporting legislation. ESG disclosure requirements are embed - ded within the Code, FRA 04, and SEM sustainability framework, resulting in a principles-based regime that
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