Presentation to the 3rd PAN AFRICAN CONSULTATIVE FORUM ON CORPORATE

GOVERNANCE

Elaborating a Corporate Governance Code

The Mauritian Experience

by

Marc Lagesse

Agenda

Timeline and key players

Elaborating the Code

Overview of the Mauritian Code Other Corporate Governance initiatives

Public Reaction & Key to Success

Timeline and Key Players

Elaborating the Code of Corporate Governance for Mauritius

Sep 2001 - Establishment of Committee on Corporate Governance by Cabinet with very wide brief

Feb 2002 - Institute of International Finance (Washington) issues policy paper for Corporate Governance and Transparency in Emerging Markets

Oct 2002 - Corporate Governance ROSC issued (under joint World Bank / IMF Program)

Oct 2003 - Code of Corporate Governance published. Workshops with stakeholders to explain Code and main principles.

Timeline and Key Players

Elaborating the Code of Corporate Governance for Mauritius

Jan 2005 - Financial Reporting Act 2004 proclaimed establishing National Committee on Corporate Governance and

Mauritius Institute of Directors

May 2005 - Code of Corporate Governance for Mauritius officially issued in Government Gazette

Jun 2005 - Designated institutions expected to ‘comply or explain’ on corporate governance practices and disclose in

annual report.

Elaboration of the Code

Cabinet appointed 10-member committee Strong political support from Government, particularly

Financial Services Minister Significant financial and human resources made available Mervyn King (South Africa) appointed as Consultant/

Advisor Wide consultation process - seminars, plenary sessions,

conferences 5 task teams constituted, each with 10 influential members

from the Private and Public sectors, media, unions etc… 1st Key task to identify ‘Mauritian Special Circumstances’

(MSC)

Elaboration of the CodeMauritian Special Circumstances (non exhaustive list)

Many family controlled companies Complex control structures Secretive shareholder agreements Severe potential conflicts of interest

Nominee Directors Membership of Board ‘honorific’ Few independent directors (distrust of ‘independence’) Few executive directors (‘managers manage, the board decides’)

Little communication or shareholder relations Cultural ‘Us v/s Them’ approach Very poor disclosure

Very poor public perception Small elite business community Recruitment not always meritocratic Little visible concern for wider social or environmental issuers

Elaboration of the Code

Separated into nine sections dealing with:

Compliance and Enforcement (to whom it applies etc...) Board and Directors – Roles and responsibilities, composition,

conflicts, Chair and CEO, nomination and director training and appraisal

Board Committees – Audit, Corporate Governance, Nomination, Remuneration, Risk, Others (including terms of reference)

Role and function of Company Secretary Risk Management, Internal Control and Internal Audit Auditing and Accounting Integrated Sustainability Reporting Communication and Disclosure Relationship with Shareholders

The Code’s Key Requirements

The roles of the Chair and CEO must be separate Require at least 2 independent directors Require at least 2 executive directors Require an Audit Committee (including risk & internal control) Risk Management is a board responsibility Require a Corporate Governance Committee (including nomination

and remuneration matters) Maximum emphasis on disclosure and communication (new

corporate governance section in the Annual Report) Auditor independence must be assured

Guiding Principle

“The Board must act with Courage and Intellectual Honesty”

Corporate Governance Section in Annual Report (main disclosures)

Holding structure Dividend policy Directors and Senior Management profiles Related party transactions Directors dealings Material clauses of M & A Important aspects of Shareholders Agreement Important aspects of Management Agreements Remuneration per director (including executive directors) Terms of reference of Board Committees Identification of key risks, brief discussion of how they are managed Policies regarding social, ethical, safety and environmental issues Aggregate political donations Aggregate charitable donations

Compliance and Applicability Compliance with the Code is on a voluntary rather than

mandatory basis i.e ‘comply or explain’

The following companies are ‘designated institutions’ required to comply or explain non-compliance

Listed companies (Stock Exchange listing rules to make some provisions mandatory)

Banks and non-banking financial institutions Bank of Mauritius has also issued complementary guidelines which

make certain mandatory provisions Financial Services Commission has made certain provisions

mandatory through licensing conditions Larger public companies defined as those companies (or Groups)

with turnover > Rs 250 million (USD 9 million) State owned enterprises, including statutory corporations Large private companies; turnover > Rs 250 million (USD 9

million)

Other initiatives A series of training workshops have been held covering:

Board composition and directors duties Role of Audit Committee Role of Corporate Governance Committee Shareholder rights and responsibilities

Elaboration of guidance notes for the implementation of the Code (work in progress)

Elaboration of guidance notes for SOE’s (work in progress) including: Special circumstances (Role of Parliament, Minister, Board) Identifying appropriate stakeholders The ‘Corporate Objectives Statement’ (elaborated by SOE board,

approved by parent Ministry) Main areas 1) Purpose, value drivers, stakeholders and objectives

2) Corporate vision3) Statement of accountability

4) Expectations of financial and non financial performance

Mauritius Institute of Directors

Reactions & Key to success Initial reactions have been very positive (inevitably some

scepticism and resistance to change) Code widely recognised as the essential reference document Ultimately we hope that each institution will practice Corporate

Governance according to the Code, but in a way that is relevant to their specific business and circumstances

The goal of the Code is to build greater trust between The Company and investors

To lower the cost of capital – essential for companies to buy-in to the project. Conformance without performance will never be successful

The Company and their other stakeholders To help build a culture of social and environmental

responsibility, helping to bridge the ‘Us v/s Them’ divideSOE’s and the public

To enable SOE’s and parastatals to enhance the quality of service they deliver to the public at large