The Mauritius FSC issued a new circular letter on 28 October 2021 on the National Code of Corporate Governance.
On 28 October 2021, the FSC issued a new circular letter CL28102021 on National Code of Corporate Governance (“New Circular”) which revokes and supersedes the circular letter CL280218 issued on 28 February 2018.
On 28 February 2018, the FSC issued a Circular Letter on National Code of Corporate Governance (“CL280218”) under Section 7(1) of the Financial Services Act to inform licensees of their obligations with respect to the second edition of the National Code of Corporate Governance (‘’Code’’), issued by the National Committee on Corporate Governance and published in the Government Gazette on 3 December 2016. The FSC clarified that the circular was to be used as a guidance without prejudice to compliance obligations with the Code under the Financial Reporting Act 2004, Companies Act 2001 and any other relevant acts as identified in the Financial Services Act 2007.
While the purpose of the new circular letter, the supervisory role of the FSC, the core principles of the Code, the implications of the provisions in relation to the reporting and disclosures, directors’ report and auditor’s report, provisions to compliance with corporate governance of a foreign jurisdiction remain unchanged under the New Circular compared to CL280218, the noteworthy change is the applicability of the Code itself.
The previous circular letter provided that the Code shall apply to all licensees of the FSC providing financial services, including Management Companies and compliance with the Code shall be mandatory for holders of Category 1 Global Business Licensees (GBC1s) which provide financial services or conduct financial business activities.
Under the New Circular, the FSC has clarified that, in relation to licensees providing financial services, the Code shall be applicable to:
Management Companies falling under the definition of Public Interest Entity 1 as defined under the Financial Reporting Act 2004 having similar features as the category of licensee identified under paragraph 4 of the First Schedule of the Financial Reporting Act.
Henceforth, the Code shall not be applicable to all licences/ Global Business licensees of the FSC providing financial services but it shall be applicable only to the class of licensees set out in Section F above and to licensees having the statutory obligation to comply with the Code.
Though the Code is not mandatory for above class of licensees, the licensees are encouraged to set up appropriate corporate governance measures.
It is not mandatory for holders of Global Business Licences providing financial services, save for (i) the class of licensees mention in Section F above and (ii) licensees having the statutory obligation to comply with the Code, to:
However, the exempted class of licensees (Section H) are encouraged to set up appropriate corporate governance measures.