The business and affairs of a company are managed by or under the direction of the board. The Board of Directors means: (a) the Director, if the company has only one director; or (b) the directors acting together where the number is not less than the required quorum.

A company must have at least one director who is ordinarily resident in Mauritius. The Companies Act 2001 places no limit on the number of directors. The constitution may further provide for such numbers to be increased or reduced by an ordinary resolution by the Board. In practice, the composition and quorum of the board of a Global Business Company must take account of tax residency requirements.

The person named as director in an application for registration holds office as director from the date of registration. Subsequent directors are appointed by ordinary resolution, unless otherwise provided in the constitution. A company holding a Category 2 Global Business Licence must have at least one director who need not be ordinarily resident in Mauritius and may appoint a corporation to be a director of the company.

A director must be a natural person not less than 18 years of age and, for a public company (or the subsidiary of a public company), not more than 70 years of age.

Duties of Directors

The powers and duties of the directors are those prescribed in the Act and the constitution of the company. Directors should act in good faith and in the best interests of the company, exercising the degree of care, diligence and skill expected of a person occupying such a position. They should obtain the authorisation of the shareholders where such authorization is required by law or by the company’s constitution. Directors have to disclose any interest in a transaction and ensure that such interest is duly recorded in an Interest Register, if any. Directors should keep proper accounting records, make them available for inspection by duly authorised persons and attend Board meetings with reasonable regularity. Directors are prohibited by law from making use of or disclosing any confidential information received by them in their capacity as directors; to use the company’s assets for any illegal purpose; to compete with the company; or to become a director or officer of a director who commits any breach of duties is liable to compensate the company for any resulting loss. Directors must account for any personal gain. Contracts entered into between a director and the company in breach of their duties may be rescinded by the company.