What are the corporate governance requirements of a company in Mauritius?
Corporate governance requirements in Mauritius are governed by the Companies Act 2001 and the Financial Reporting Act 2004, along with regulations issued by the Financial Services Commission (FSC).
The following eight corporate governance principles have been designed to be applicable to all organisations covered by the National Code of Corporate Governance for Mauritius (2016):
1. Governance Structure
All organisations should be headed by an effective Board. Responsibilities and accountabilities within the organisation should be clearly identified.
2. The Structure of the Board and its Committees
The Board should contain independently minded directors. It should include an appropriate combination of executive directors, independent directors and non-independent non-executive directors to prevent one individual or a small group of individuals from dominating the Board’s decision taking.
3. Director Appointment Procedures
There should be a formal, rigorous and transparent process for the appointment, election, induction and re-election of directors.
4. Director Duties, Remuneration and Performance
Directors should be aware of their legal duties and should observe and foster high ethical standards in their organisation. The Board, committees and individual directors should have their performance evaluated and be held accountable to appropriate stakeholders. The Board should be fair in determining the remuneration policy for directors and senior executives.
5. Risk Governance and Internal Control
The Board should be responsible for risk governance and should ensure that the organisation develops and executes a comprehensive and robust system of risk management.The Board should ensure the maintenance of a sound internal system.
6. Reporting with Integrity
The Board should present a fair, balanced and understandable assessment of the organisation’s financial, environmental, social and governance position, performance and outlook in its annual report and on its website.
7. Audit
Organisations should consider having an effective and independent internal audit function that has the respect, confidence and co-operation of both the Board and the management.
8. Relations with Shareholders and Other Key Stakeholders
The Board should be responsible for ensuring that an appropriate dialogue takes place among the organisation, its shareholders and other key stakeholders.
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