in this section
The Company is committed to applying robust corporate governance practices across all its activities. The Company does not fully comply with the UK Corporate Governance Code (“the Code”) but the board has sought to comply with a number of the provisions of the Code in so far as it considers them to be appropriate to a company of its size and nature.
The Company recognises that an effective board facilitates the efficient discharge of the duties imposed by law on directors and contributes to the delivery of the Company’s strategic objectives. Accordingly, Borders & Southern has structured its Board so that it:
- has a proper understanding of, and the competencies to deal with, the current and emerging issues in the Company’s business;
- exercises independent judgement; and
- effectively reviews and challenges management’s performance and exercises independent judgement.
The board currently comprises the Chairman, two executive directors and one non-executive director. Each of the executive directors has extensive knowledge of the oil and gas industry combined with general business and financial skills. All of the directors bring independent judgement to bear on issues of strategy, performance, resources, key appointments and standards. The board meets regularly throughout the year and all the necessary information is supplied to the directors on a timely basis to enable them to discharge their duties effectively
Role of the Chairman
Harry Dobson was appointed Chairman of the Company at its inception. As Chairman, he is responsible for the effective running of the board and for ensuring that it plays a constructive role in the development of the Company. Together with the Chief Executive Officer, the Chairman sets and runs the agenda for board meetings.
Roles of the non-executive directors
The non-executive director brings a wealth of business experience to the board and its committees. He provides independent views on the Company’s performance, operations and strategy.
All directors retire by rotation.
The board has a Remuneration Committee comprising the Chairman and one non-executive director. The members of the Remuneration Committee and their attendance at meetings of the Remuneration Committee are detailed in the Directors’ report of the Annual Report.
The strategy of the Remuneration Committee is to ensure the Company:
- remunerates fairly and responsibly. Borders & Southern’s policy is to ensure that the level and composition of remuneration for all employees is competitive and reasonable;
- includes both short-term and long-term performance-based components in its remuneration practices; and
- benchmarks its remuneration with comparable companies.
The board has an Audit Committee comprising the Chairman and one non-executive director. The members of the Audit Committee and their attendance at meetings of the Audit Committee are detailed in the Directors’ report of the Annual Report.
The objectives of the Audit Committee are to ensure:
- the accuracy and integrity of the financial statements and related disclosures;
- the keeping of adequate books, records and internal controls;
- the auditor is independent and is qualified and its performance is monitored; and
- compliance with legal and regulatory requirements.
The Company has taken out directors’ and officers’ insurance that provides insurance cover for all directors and senior officers of the Company. This insurance is reviewed annually.
The Company is committed to conducting its business in a responsible and sustainable way. During operations, a particular focus is on environmental impact and health and safety to ensure that these operations are conducted using best practice systems and policies. It is a priority of the Company’s board and management that all employees, contractors and suppliers have the necessary experience and competence and are made aware of the policies and procedures developed for operations.
Given the geographic isolation and small size of The Falkland Islands, whilst we use local suppliers as much as possible, it was impossible to use local suppliers for all of the goods and services required. As a result, many of the required goods and services are brought into The Falklands during operations. However, as we demonstrated during the 2012 drilling campaign, considerable effort is made to share logistics and resources with other operators in the area to greatly limit cost and the environmental and social impact.
The Company introduced policies to comply with the Bribery Act before the 2012 drilling campaign. These policies remain in place and are reviewed regularly.
UK City Code
The Company is subject to the UK City Code on Takeovers and Mergers.