Section 5: Meaning of “control”

5. Meaning of “control” (1) In this section— “company” includes a corporation. [Issue 10] C35 – 22 Revised Laws of Mauritius (2) For the purposes of section 3, without limiting the circumstances in which the composition of a Board shall be taken to be controlled by another company, the composition of the Board shall be taken to be so controlled— (a) where the other company, by exercising a power exercisable (whether with or without the consent or concurrence of any other person) by it, can appoint or remove all the directors of the company, or such number of directors as together hold a majority of the voting rights at meetings of the Board of the company; and (b) where the parent owns one half or less of the voting power of a company when there is— (i) power over more than one half of the voting rights by virtue of an agreement with other investors; (ii) power to govern the financial and operating policies of the company under any enactment or agreement; (iii) power to appoint or remove the majority of the members of the Board of directors or equivalent governing body; and (iv) power to cast the majority of votes at meetings of the Board of directors or equivalent governing body. (3) For the purposes of subsection (1), the other company shall be taken as having power to make such an appointment where— (a) a person cannot be appointed as a director of the company without the exercise by the other company of such a power in the person’s favour; or (b) a person’s appointment as a director of the company follows necessarily from the person being a director or other officer of the other company.