Corporate Governance Chapter 5 receiving goods. ICAC’s laudable initiative was intended to support the existing legislation on procuring goods and services and to reinforce the implementation of the prescriptions contained in the Procurement Act. Capacity and appropriate skills for regulatory oversight 762. The CSAR does not deal sufficiently with all the areas in objective 3 that are prescribed by the APRM (to promote the adoption of ethical codes in business while pursuing company objectives). However, the chapter dealing with democracy and political governance covers some of the issues relevant to corruption and money laundering. Objective 4 of the chapter on economic governance and management also deals with them more thoroughly. Consequently, the analysis of corruption and money laundering is limited here to the private sector. 763. The CSAR does not list all legal texts that show the commitment of the country to fight corruption. They include: • • 764. The adoption of the code of ethics by many large professional associations, like the JEC and the MEF, shows the willingness of the private sector to introduce best practice to the way it does business. The MEF has issued the Code of Practice for Enterprises in Mauritius. It invites its members to agree to abide by its 19 tenets. POCA of 2002. FIAMLA, with amendments dated June 2006. Chapter 5 iii. Recommendations 766. The APR Panel recommends that: • • • 270 The CSAR is also silent on the role of the media in monitoring unethical practices, in reinforcing correct ethical behaviour and in exposing corrupt activities and practices. The CSAR does not refer to good investigative journalism, especially in the large cases that have rocked key business institutions like the MCB. The CSAR mentions the MCB (p 260 and p 293) and the Air Mauritius/Rogers (p 293) cases briefly. A second matter that needs exploring is whistle-blower legislation and, if available, the judicial and employment track records of journalists and whistle-blowers who have used this protection ICAC be provided with the necessary resources, financial and human, to enable it to track corruption and money laundering and to educate the public more efficiently. [Prime minister and MOFEE] ICAC be given the power to prosecute and that its areas of competence be clearly specified in order to avoid overlaps with other judicial bodies. [Parliament and Ministry of Justice and Human Rights] All private and public bodies be invited to include the code of ethics in their management guidelines. [ICAC, the JEC and the MEF] Objective 4: Ensure that corporations treat all stakeholders (share-holders, employees, communities, suppliers and consumers) fairly and justly i. Summary of the CSAR Rights of shareholders 767. The CSAR notes that the Companies Act of 2001 safeguards shareholders’ rights in Mauritius. The act defines a shareholder clearly. The Companies Act of 2001 then gives the rights of these shareholders under “Statement of Share-holders’ Rights”. 768. The Companies Act of 2001 clearly delineates shareholder rights. It states that every company must give its shareholders, on request, a statement that specifies the class and number of shares they hold in the company. It must also outline their obligations and liabilities, which are limited to the number of unpaid shares they hold, and any repayments of distributions the shareholders receive to the extent that the distributions are recoverable. In addition, it must specify any liability expressly provided for in the contribution of the company. Finally, it also deals with the powers of shareholders. 769. The act also outlines the rights of minority shareholders. If minority share-holders, for example, want a company to buy their shares, they can request it to do so through a special resolution. In addition, if a company wants to buy their shares and they do not agree to do so, they can vote against the resolution. The act also gives the company a 14-day period to buy the shareholder’s shares at a fair and reasonable price. Boards of directors and shareholders can turn to the Code de Procedure Civile to arbitrate if disputes arise. The role of the media and investigative journalism 765. Corporate Governance 271