MAURITIUS Law and Practice Contributed by: Valerie Bisasur, Jean-Vincent Dacruz and Shane Mungur, BLC Robert & Associates
Transparency Governance practices must be adequately transparent to shareholders, depositors and other market participants. They need complete and timely information on significant activities to hold a financial institution’s board and senior management accountable for the trust placed in them to achieve corporate objectives. The level of disclosure will vary depending on the size, structure, complexity of operations, economic significance and risk profile of a financial insti - tution. However, as a minimum, a financial institution must disclose the board selection process, including the skills, background and experience essential to guide the financial institution’s affairs and to protect the interests of shareholders. It should also disclose the financial institution’s management infrastructure, including the board committees and their mandates and the number of times they have met. Other information for disclosure includes: • a description of a financial institution’s objec - tives; • governance structure and policies; • major shareholdings and voting rights; • related-party transactions; • remuneration and compensation policy, including criteria for performance measure - ment; and • remuneration/fees of directors, senior execu - tives and key employees. The BoM Guideline on Public Disclosure of Infor - mation further provides that a financial institution should disclose its approach to corporate gov - ernance in accordance with the requirements of the Guideline on Corporate Governance in its annual report. The financial institution should
outline the processes in place for receiving shareholder feedback on its activities and for dealing with shareholder concerns. Voluntary Codes and Other Initiatives The National Code of Corporate Governance 2016 The new National Code of Corporate Govern - ance 2016 (the “Code”), issued by the Ministry of Financial Services, Good Governance and Insti - tutional Reforms, is another tool that reinforces Mauritius’ commitment to upholding its stand - ards and ranking in respect of corporate govern - ance across the African continent. The Code has been designed to guide boards of directors in complying with governance practices. Compli - ance with concepts of accountability, fairness, transparency and reporting (among others) helps to minimise risks within companies. It also gives an indication of the company’s reputation and reassures stakeholders. The Code applies to public interest entities, which include banks and non-banking financial institutions, and is in line with the requirements of the BoM’s Guideline. The Code provides for eight principles and guidance that can be uni - formly applied and adapted by each organisa - tion concerned. As opposed to the check-box approach used by the previous code, the new methodology allows for more flexibility and ena - bles corporations to adapt each of the princi - ples to their business model and internal struc - ture. The Code recommends that boards have directors from both genders as members of the board – ie, at least one male and one female director. All boards are encouraged to have a non-discrimination policy that covers its sen - ior governance positions, including disability, gender, sexual orientation, gender realignment, race, religion and belief, and age.
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