BOARD OF DIRECTORS (Part XI)

Proceedings of the board
1. s. 158 - Proceedings of Board
  1. the provisions set out in the Eighth Schedule shall govern the proceedings of the Board.
    1. 1. Chairperson
      1. The directors may elect one of their number as chairperson of the Board and determine the period for which he is to hold office.
      2. chairperson is not present within 15 minutes after the time appointed for the commencement of the meeting, the directors present may choose another.
    2. 2. Notice of meeting
      1. A director or, if requested by a director to do so. an employee of the company, may convene a meeting of the Board by giving notice
      2. A notice of a meeting of the Board shall be sent to every director who is in Mauritius, and the notice shall include the date, time, and place of the meeting and the matters to be discussed.
      3. An irregularity in the notice of a meeting is waived where all directors entitled to receive notice of the meeting attend the meeting without protest as to the irregularity or where all directors entitled to receive notice of the meeting agree to the waiver
    3. 3. Methods of holding meetings
      1. by a number of the directors who constitute a quorum, being assembled together at the place, date, and time appointed for the meeting
      2. by means of audio, or audio and visual, communication by which all directors participating and constituting a quorum can simultaneously hear each other throughout the meeting.
    4. 4. Quorum
      1. A quorum for a meeting of the Board shall be fixed by the Board and if not so fixed shall be a majority of the directors.
      2. No business may be transacted at a meeting of directors if a quorum is not present.
    5. 5. Voting
      1. Every director has one vote.
      2. The chairperson shall not have a casting vote
      3. A resolution of the Board is passed if it is agreed to by all directors present without dissent or if a majority of the votes cast on it are in favour of it.
        A director present at a meeting of the Board is presumed to have agreed to, and to have voted in favour of, a resolution of the Board unless he expressly dissents from or votes against the resolution at the meeting.
    6. 6. Minutes
      1. The Board shall ensure that minutes are kept of all proceedings at meetings of the Board.
    7. 7. Resolution in writing
      1. A resolution in writing, signed or assented to by all directors then entitled to receive notice of a Board meeting, is as valid and effective as if it had been passed at a meeting of the Board duly convened and held.
      2. Any such resolution may consist of several documents (including facsimile or other similar means of communication in like form each signed or assented to by one or more directors.
      3. A copy of any such resolution must be entered in the minute book of Board proceedings.
    8. 8. Other proceedings
      1. the Board may regulate its own procedure.
s. 131 - Delegation of powers
1. The Board of a company may delegate to a committee of directors, a director or employee of the company, or any other person, any one or more of its powers other than its powers under any section specified in the Seventh Schedule.
  1. Subject to any restriction in the constitution of the company,
  2. Seventh Schedule - Powers of directors not to be delegated
    1. Sections 52, 56, 57(3), 61, 64, 65, 69,78, 81, 188, 246 and 247.
    2. s. 52 - Issue of other shares
    3. s.56 - Consideration for issue of shares
    4. s. 57(3) - A certificate shall be signed by one of the directors or his agent authorised in waiting describing the consideration in sufficient detail
    5. s. 61 - Board may authorise distributions
    6. s. 64 - the Board may issue shares to any shareholders who have agreed to accept the issue of shares, wholly or partly, in lieu of a proposed dividend or proposed future dividends
    7. s. 65 - The Board may resolve that the company shall offer shareholders discounts in respect of some or all of the goods sold or services provided by the company.
    8. s. 69 - purchase or otherwise acquire its own shares.
    9. s. 78 - Redemption at option of company
    10. s. 81 - Restrictions on giving financial assistance
    11. s. 188 - the Board of a company may, at any time, change the registered office of the company.
    12. s. 246 - Approval of amalgamation proposal
    13. s. 247 - A company and one or more other companies that is or that are directly or indirectly wholly owned by it may amalgamate and continue as one company
People disqualified to be directors
1. s. 133 - Qualifications of directors
  1. a natural person as director.
  2. No person shall be appointed, or hold office, as a director of a company if he is a person who
    1. s under 18 years of age
    2. in the case of a public company, over 70 years of age
    3. is an undischarged bankrupt
    4. s. 117 of the Companies Act 1984
      1. be prohibited from being a director or promoter of, or being concerned or taking part in the management of, a company
    5. under sections 337 or 338
      1. taking part into the process of appointment or removal of director/s
    6. is not a natural person
    7. has been adjudged to be of unsound mind
    8. by virtue of the constitution of a company, does not comply with any qualifications for directors
    9. A person who is disqualified from being a director but who acts as a director shall be deemed to be a director for the purposes of a provision of this Act that imposes a duty or an obligation on a director of a company
2. s. 337 - Persons prohibited from managing companies
  1. convicted of an offence in connection with the promotion, formation, or management of a company;
  2. a person has been convicted of an offence under section 332, 333, 334 or 335 or of any crime involving dishonesty
  3. a person has been convicted under section 46 of the Stock Exchange Act 1988 as an insider
  4. a person has been convicted of an offence under Part IX of the Securities Act 2005
  5. during the period of 5 years following the conviction or the judgment, be a director or promoter of, or in any way, whether directly or indirectly, be concerned or take part in the management of a company, unless that person first obtains the leave of the Court which may be given on such terms and conditions as the Court thinks fit.
    1. A person intending to apply for the leave of the Court under this section shall give to the Registrar not less than 14 days' notice of that person's intention to apply.
      1. The Registrar, and such other persons as the Court thinks fit, may attend and be heard at the hearing of any application under this section
    2. A person who acts in breach of this section, or of any order made under this section. shall commit an offence and shall, on conviction, be liable to a fine not exceeding 400,000 rupees or to imprisonment for a term not exceeding 2 years.
  6. a foreign company that carries on business in Mauritius.
s. 338 - Court may disqualify directors
1. a person has been convicted of an offence in connection with the promotion, formation, or management of a company, or has been convicted of a crime involving dishonesty punishable on conviction with a term of imprisonment exceeding 3 months
  1. a person has committed an offence
2. a person has, while a director of a company
  1. persistently failed to comply with this Act, the Companies Act 2001 or the Securities Act 2005 or, where the company has failed to so comply, persistently failed to take all reasonable steps to ensure such compliance
  2. been convicted in relation to the performance of his duties as director
3. within the period of 7 years before the making of the application, a person to whom the application relates, was a director of 2 or more companies and in relation to each of those companies, that person was wholly or substantially responsible for the company
  1. being wound up
  2. ceasing to carry on business because of its inability to pay its debts as and when they become due
  3. having a receiver or manager of its property appointed
  4. entering into a scheme of compromise or arrangement with its creditors
  5. the Court may make an order that the person shall not, without the leave of the Court, be a director or promoter of, or in any way, whether directly or indirectly, be concerned or take part in the management of a company for period not exceeding 5 years as may be specified in the order
    1. Any person who intends to apply for an order under this section shall give not less than 14 days' notice of his intention to the person against whom the order is sought, and on the hearing of the application, the person against whom the order is sought may appear and give evidence or call witnesses.
      1. by the Registrar, the Official Receiver, or by the liquidator of the company, or by a person who is, or has been, a shareholder or creditor of the company
        The Court shall, as soon as practicable after the making of an order under this section, give notice to the Registrar that the order has been made and the Registrar shall give notice in the Gazette of the name of the person against whom the order is made.
        Any person who acts in contravention of an order under this section shall commit an offence and shall, on conviction, be liable to a fine not exceeding 1,000,000 rupees and to imprisonment for a term not exceeding 5 years.
s. 139(4) - Notwithstanding the, vacation of office, a person who held office as a director shall remain liable under the provisions of this Act that imposes liabilities on directors in relation to acts and omissions and decisions made while that person was a director.
s. 141 - Validity of director's acts
1. The acts of a director shall be valid even though
  1. the director's appointment was defective
  2. the director is not qualified for appointment

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BOARD OF DIRECTORS (Part XI)

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