MAURITIUS Law and Practice Contributed by: Valerie Bisasur, Jean-Vincent Dacruz and Shane Mungur, BLC Robert & Associates
• any plans of the acquirer regarding liquida - tion, asset sale or merger with any company, or regarding making any other major change in its business, corporate structure or man - agement. The BoM may request additional information at its discretion. Approval from the BoM depends on factors such as: • whether the proposed acquisition would cre - ate undue influence or a monopoly or would substantially lessen competition; • whether the financial condition of any acquir - ing person might jeopardise the financial stability of the financial institution or prejudice the interests of its depositors; • whether the competence, experience or integrity of any acquirer, or of any proposed director, chief executive officer or other senior officer, indicates that it would not be in the interest of the depositors of the financial insti - tution or in the interest of the public to permit such person to acquire significant interest in the financial institution; • whether the proposed acquisition will not be conducive to the convenience and needs of the community or market to be served; or • whether any acquiring person fails to fur - nish the BoM with all the information that it requires. There are no restrictions on foreign shareholders in Mauritius. Any acquisition in contravention of Section 31 of the Banking Act will be deemed null and void and not entitled to any voting rights or payment of dividends. The BoM Guideline on Corporate Governance requires that banks regularly review and update the BoM on their ownership struc -
tures, especially regarding changes to significant shareholders or other influential parties.
4. Governance 4.1 Corporate Governance Requirements The Banking Act contains general provisions relating to (among other things): • supervision; • establishment of committees; • board of directors; • audit; • remuneration; • senior officers; and • disclosure of interests. In its supervisory role, the BoM issued a Guide - line on Corporate Governance, most recently updated in 2017 (the “Guideline”), to provide further guidance on the implementation provi - sions set out in the Banking Act. The Guideline provides for principles and related requirements that aim at placing reliance on an institution’s internal processes and controls by: • an effective board of directors’ oversight; • strong risk management; • directors’ relationship with the senior man - agement; • effective internal and external controls; • transparency; and • compliance. The Guideline provides for some exemptions applicable to banks that are subsidiaries or branches of foreign banks – these exemptions have not been listed in this guide. The main features of the Guideline are as fol - lows.
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