Yandraduth Googoolye: Importance of corporate governance at
ICSA Mauritius Graduation ceremony
Speech by Mr Yandraduth Googoolye, Governor of the Bank of Mauritius, at the ICSA Mauritius
Graduation ceremony, Port Louis, 15 November 2018.
* * *
Mr Ambrish Maharahaje, ICSA President, Mauritius Branch
Mr John Heaton, ICSA President for United Kingdom, Republic of Ireland and Associated
Territories
Mr Simon Osborne, ICSA Chief Executive for United Kingdom, Republic of Ireland and
Associated Territories
Council Members and staff of the ICSA Mauritius Association
Dear Graduates
Ladies and gentlemen
Good afternoon.
Thank you for making me part of the celebration of your success. Your hard work is being
rewarded by earning an internationally-recognised qualification that ICSA confers upon you. I
congratulate you for the academic commitment you have displayed and for the passion within
you to contribute to the business community and the country's progress.
The Companies Act makes provision for a company secretary in both private and public sector
companies. Section 166 of the Act states that "The duties of a secretary shall include but shall
not be restricted to (a) providing the Board with guidance as to its duties, responsibilities and
powers; (b) informing the Board of all legislation relevant to or affecting meetings of shareholders
and directors and reporting at any meetings and the filing of any documents required of the
company and any failure to comply with such legislation". This clearly demonstrates the
importance of such a function in an organization. And the Board of directors of a company have
to ensure that the Secretary has the requisite knowledge and experience to discharge his/her
functions.
The role of a company secretary is also visible in the 2016 National Code of Corporate
Governance, where it is explicitly mentioned that "all organisations should have a Company
Secretary. The Company Secretary acts as a vital bridge between the Board and the executive
management. The Company Secretary must have access to Board members (executive,
nonexecutive, CEO and Chairperson). The Board should consider assigning the tasks of applying
and implementing the principles in the Code to the Company Secretary. Boards should ensure
that the Company Secretary be competent to carry out his or her duties."
Ladies and Gentlemen, your functions are already well defined and you have the duty to ensure
that you comply with them. Gone are the days when a company secretary was merely taking
"notes" or "minutes". The dynamics of the boardroom are constantly evolving. Chairpersons and
directors recognize such changes and acknowledge the need for specialist skills and technical
knowledge.
The Board trusts the company secretary to advise, amongst others, on directors' statutory duties
as prescribed by law, board processes, disclosure obligations, listing rule requirements, and the
requisites of corporate governance and practices. These functions have modernized the role of a
company secretary and put them among the key governance professionals within an
organisation.
There is no doubt that you have learnt a myriad of critical subjects that spanned through your
curriculum. You will soon be joining (or, may, even have joined) firms in the country or abroad to
discharge the duties for which you have been groomed. You have undeniably pushed the
boundaries in some areas so as to specialise in a given field.
I am certain that you have seen how much the world has changed across the last two decades
and how interconnected and inter-dependable countries, economies and people are. The world
has taken more complex twists than the Gordian sociological and corporate scenarios that the
American writer and futurist Alvin Toffler even imagined in his 'Future Shock' best-seller.
Governance is more than just complying with laws, regulations, standards, and codes.
Governance also aims to nurturing a culture of good practice. Good governance sources from
an institution's internal processes and controls. This calls for another important function of a
corporate secretary - to identify the required corporate governance practices of an organisation.
The corporate secretary is intended to be the link between the board and management; and
between the organization and its shareholders and stakeholders. And to accomplish this
function, the corporate secretary needs to be fully aware of the powers, rights, duties, and
obligations of all of these groups so that he/she can inform, communicate and advise
appropriately. Above all, he or she is also expected to perform his/her role with the highest
integrity and independence.
Ladies and gentlemen, allow me to quote former South African Supreme Court judge and
governance guru Mervyn Eldred King, father of the famed King Report on Corporate Governance,
for this landmark statement, I quote: "It is clear that good corporate governance makes good
sense. The name of the game for a company in the 21st Century will be to conform while it
performs! "
There is no doubt that accountability and transparency are major pillars in the architecture of
governance. We, at the Bank, value these elements to their core. This is the reason why we
have issued a Guideline on Corporate Governance.
The Bank monitors adherence to the Guideline through its supervisory and regulatory functions.
Bank supervision and regulation cannot function well if sound corporate governance is not in
place. It is imperative to instil the levels of accountability and checks and balances within each
bank. This principle should also be your motto in your organisation.
At the Bank, we engage in dialogue with our stakeholders and pursue consultative meetings with
them to gauge their views, which are vital to enhance effective policy formulation and
decisionmaking processes. We stand guided by the vision of our Board and operate independently within
the parameters of the Bank of Mauritius Act. This notion of full impartiality also applies to our
Monetary Policy Committee, where by law, members act independently and are free to express
their views in full objectivity. This is what helps the Bank to seamlessly implement its core
mandates to better serve the people of Mauritius.
Our country has made significant strides over time and the World Bank, in its Ease of Doing
Business Report 2019, has ranked Mauritius in the Top 20 countries in the world for its ease of
doing business and first in Sub Saharan Africa. This recognition is testimony of the hard work of
every Mauritian. Whilst proud of this achievement, we should continue to work for the betterment
of our country and contribute to enhance our standard of living, converging to a high-income
country. The world's economy is fraught with uncertainties and challenges. We must put our
minds together to address these challenges and move the country ahead. We need your
contribution to that effect.
Ladies and gentlemen, the emphasis I have laid on governance underscore the sacrosanct
aspect of the company secretary's duty to enforce governance and compliance. We have to
compose with a fast-moving environment where Kenneth Blanchard's once revolutionary
management concepts of One Minute Goals, One Minute Praisings and One Minute
Reprimands no longer seem to respond to today's business imperatives.
Dear young graduates, you have built your success on hard work, on hopes and efforts borne by
your parents and your loved ones and your own aspirations of being the best in your league.
May I congratulate you once again and wish you the very best. May you always discharge your
responsibilities in a most exemplary manner.
Never forget that your prime duty is to protect the integrity and repute of your country.
I thank you for your attention.