MARK FLORMAN GETS ON THE FLOOR
In a written submission dispatched to the investigators of the Financial Crime Commission (FCC) Carl Alan Mark Florman, former Chairman of Mauritius Investment Corpporation (MIC) responds to allegations levelled against the board of MIC under his chairmanship.
In his statement. Mark Florman highlights a correspondence addressed to the Governor of the Bank of Mauritius in June 2024 flagging the risks of concentration of responsibility in the hands of the CEO and calling for the recruitment of a COO and CIO. The only reply Mark Florman received was a call to step down .
Statement of Carl A. M. Florman
1. I have been involved in business and industry for over 35 years, working as an investor, adviser and board director. I specialise in advising i stitutions and families in areas of strategy, overall purpose, corporate structure, private capital and long-term investment.
2. I was appointed director and chairman of the Board of directors of the MIC on 15 July 2021. During my tenure as chairman, the Board would meet about once a month and a full agenda would be prepared by the CEO of the MIC and its staff.
3. Minutes of each board meeting were taken by the Company Secretary. The minutes would be reviewed first by the CEO and chair of the relevant meeting, and thereafter by the full board as part of the following meeting's agenda. Board minutes were then corrected as needed and eventually adopted for record. It is my understanding that the Company Secretary would affix the electronic signature of each meeting's chairperson after the meet ing. We trusted the company secretary to keep accurate records.
4. For the last 18 months, the Company Secretary had been Mrs. Diya Sewraz-Ballah.
5. I was not present at the 63rd Board meeting of the company, held on 5 February 2024. I had asked if the FDG, Mr. Kona, could chair as he was the most senior member, which he did.
6. The Board Minutes for the 63rd Board Meeting were sent to me by the new Company Secretary, Mrs. Sewraz-Ballah on 21 February 2024. I enclose a copy of the email of Mrs. Sewraz-Ballah and the Minutes of that Board Meeting (Annex A& Annex B).
7. I was present at the 64th Board meeting, held on 28 February 2024. I enquired both before and at the said meeting from Mr. Kona and others who had been present whether the minutes of the 63rd Board meeting (as circulated to me by Mrs. Sewraz-Ballah) were an accurate record of the meeting held on 5 February 2024, to which they replied in the positive. The minutes of the 63rd Board meeting were thereafter approved during the 64th Board meeting, by all present. (I enclose a copy of the email of Mrs. Sewraz-Ballah and a copy of the Minutes of Proceedings of the 64th Board meeting sent together with the email: (Annex C & Annex D)
8. On 15 November 2024, after I had left the Board, Mrs Sewraz-Ballah emailed me numerous minutes of meetings informing me that, "as you may recall, our standard practice has been to affix your authorized e-signature on the approved final minutes following deliberations during the board meetings during your tenure as chairperson. While these signed minutes have been uploaded onto the Dilitrust platform, I am aware that you may no longer have access to it therefore I am hereby enclosing a copy of these said signed minutes for your records". I was asked to confirm all " was in order" and whether she could proceed "with her filing". (Annex E- 3 emails and altered version of 63rd Board Minutes)
9. Mrs. Sewraz-Ballah indicated that the CEO, Mr Bissessur had resigned and that she might be the "acting officer in charge". She purported to require my urgent assistanc e, following up dur ing the weekend of 16 and 17 November. Believing her request to be in connection with routine administrative and internal filing procedures, I had no reason to believe that detailed examination of each set of minutes would be required. I did not expect any minut es to have been altered.
I0. For Board meeting 63, it appears that the minutes have been altered, to include a change in the name of the person shown as the Company Secretary (from Mrs Deepoo to Mrs Sewraz-Ballah).
11. My signature should not, in any event, have been affixed to the minutes of the 63rd board meeting, as I did not chair that meeting. Due to the urgency indicated by Mrs. Sewraz-Ballah over the weekend of 16 and 17 November, I reviewed the minutes sent to me on a high level and did not focus on whether there may be serious errors contained in those documents.
12. The said minutes were emailed to me in three parts "given that they were bulky" and constituted minutes of the 53rd to 7P1 Board Meetings. I enclose a copy of the email of Mrs Sewraz-Ballah (Annex E - 3 emails).
13. Mrs. Sewraz-Ballah asked that I confirm whether the minutes were in order so that she could proceed with some "statutory filings for compliance" reasons. In a telephone call on 15 November, she confinned that everything sent to me was accurate. I had no reason to suspect that her request was anything but a routine administrative enquiry. While I was surprised to receive an urgent query after my departure, and over 30 email attachments, late on a Friday, with follow-up messages via requesting responses from me during the weekend, I attributed this to the stressful situation which Mrs. Sewraz-Ballah purported to be facing, i.e. Mr. Bissessur's resignation, which, according to Mrs. Sewraz-Ballah messages, left her, she believed, as the "acting officer in charge".
14. It has recently come to my attention that the minutes of the 63rd Board meeting sent to me in November 2024 had been altered from the approved original with respect to the transaction with Eastcoast Hotel Investment Ltd. In fact, the minutes of the 63rd Board which I received in November 2024 did not reflect the minutes of the same meeting circulated by Mrs Sewraz-Ballah to me in February 2024. In the 15 November 2024 version, several key conditions that the Board members had discussed and approved, had been removed or altered.
15. Out of about 35 board meetings, I believe I only missed one meeting, which was the 63rd Board meeting. Revisiting the batch of emails sent by Mrs. Sewraz-Ballah in November 2024 for the purpose of giving this statement, I also noticed that my signature was affixed to the 63rd Board minutes, which I did not approve.
16. It is worth noting that I wrote to the Governor of the central bank in June 2024, to whom I reported, to say that we must work faster on strengthening our Board, and I recommended again that a CIO and a COO be hired to improve operations at the MIC since I saw significant risk with so much responsibility being held by the CEO.
17. I was asked to step down as chairman three months later. Mrs Catherine D' Ivo ire would replace me.