The Non-Compliance Provisions of Corporate Governance Codes: A Critical Analysis of the Laws of Mauritius and The United Kingdom

Corporate governance codes in Mauritius and the United Kingdom rely on explanation-based disclosure to preserve flexibility while promoting accountability, yet persistent concern remains over whether weak or boilerplate explanations undermine that objective. This article examines the legal and regulatory treatment of poor-quality explanations for non-compliance with corporate governance codes, with particular focus on the Mauritian apply-and-explain framework and the UK comply-or-explain regime. Using a doctrinal black-letter methodology and comparative legal analysis, the paper analyses governance codes, statutory provisions, listing rules, regulatory guidance, and selected practical case materials, including the Tesco and Carillion scandals in the United Kingdom. The study draws on primary legal sources, supporting doctrinal and governance scholarship to evaluate whether existing frameworks provide meaningful standards or sanctions for inadequate explanations. The findings show that both jurisdictions depend heavily on disclosure as an accountability mechanism, but neither provides sufficiently robust, explanation-specific oversight. In the United Kingdom, enforcement remains largely indirect and market-driven, while in Mauritius, broad regulatory powers exist, but visible enforcement directed at explanation quality is limited. The article concludes that explanation quality should be treated as a matter of legal accountability, and it recommends clearer evaluative benchmarks, more explicit supervisory scrutiny, and a stronger enforcement architecture to enhance transparency, investor confidence, and the credibility of explanation-based governance.