Governance

Governance in Mauritius has a text: the National Code of Corporate Governance for Mauritius of 2016, which applies to public interest entities on an apply and explain basis. A board that departs from a principle is not thereby in breach. It must, however, be able to explain why, and to have written the explanation down before anyone asks for it.

Directors duties, by contrast, are mandatory. The Companies Act 2001 requires a director to act in good faith and in what the director believes to be the best interests of the company, to exercise the care, diligence and skill that a reasonable person would exercise in the same circumstances, and to disclose interests. These duties are personal. They cannot be delegated to the chair, to counsel, or to the fact that the decision came down from the group.

For a Global Business Company, governance is also a method of proof. The Financial Services Commission expects management and control to be exercised in Mauritius, resident directors on the board, meetings that genuinely take place here, and minutes that show a deliberation rather than a ratification. Minutes that merely rubber stamp a decision taken elsewhere are, in practice, an admission. Substance is not asserted, it is documented as it happens.

Then comes the difficult moment: the internal report, the suspicion of fraud, the conflict of interest discovered late, the insistent shareholder. No fixed deadline is imposed on a board by Mauritian law, and one should be wary of calendar rules invented after the event for reassurance. What is expected is more demanding than a deadline: a proportionate response, taken by the competent organ, with a defined scope of investigation, a serious handling of the conflict of interest, and a written record of what was known, when, and by whom.

The practice advises the board and its chair as external counsel: composition and delegations, board charters, the conduct of a review, the formalisation of a sensitive decision, or simply a written opinion on a point where the unanimity of the room deserves to be tested. An opinion delivered in time is worth more than a conviction shared around the table.