Section 10: Governance

10. Governance (1) Every captive insurer shall— (a) ensure that his governance structure provides effective oversight of the activities of his business taking into consideration the nature, scale and complexity of the business being conducted; (b) establish adequate internal controls and adopt strategies, policies, processes and procedures in accordance with principles of sound corporate governance and risk management; (c) maintain his registered office in Mauritius; and [Issue 10] C2 – 8 Revised Laws of Mauritius (d) have a board of directors composed of not less than 3 directors at least one of whom shall be resident in Mauritius. (2) A captive insurance agent of a captive insurer may act as its resident director. (3) No appointment of a director or officer of a captive insurer shall take effect unless the Commission approves the appointment in accordance with section 24 of the Financial Services Act. (4) A captive insurer shall conduct his board meetings— (a) at its registered office in Mauritius; (b) in the presence of the resident director; and (c) in accordance with sound governance principles. (5) The board of directors of a captive insurer may set up such subcommittees as it may determine to ensure that the business is being conducted according to sound corporate governance principles. (6) Every captive insurer shall keep and maintain, at the office of his captive insurance agent, accurate documents and records, in the English or French language, of the insurance business and of its accounts for examination by the Commission. (7) (a) The Commission may, where necessary, by reason of the nature, scale and complexity of the business of a captive insurer, direct the captive insurer to comply with such additional corporate governance requirements as it may determine. (b) The Commission shall not issue a direction referred to in paragraph (a) unless it— (i) notifies the captive insurer of the proposed additional corporate governance requirements, and the reason for complying with those additional requirements; and (ii) gives the captive insurer a reasonable opportunity to make representations to the Commission. (8) Every captive insurer shall maintain its business in a financially sound condition by generally conducting his affairs so as to be, at all times, in a position— (a) to meet its liabilities as they arise; and (b) to maintain a solvency margin of such value and comply with such prudential requirements as may be prescribed.