The Board of Directors undertakes to represent the interests of the shareholders and other stakeholders of Borders & Southern Petroleum. The Directors acknowledge the importance of the Combined Code on Corporate Governance and intend to comply with its principles and provisions in so far as it is practicable for a company of its size.

Board of Directors

The Board is comprised of five members, two Executive Directors and three Non-Executive Directors, including a Non-Executive Chairman. The Board communicates and meets on a regular basis to review and approve operations, financial reporting and Health, Safety and Environment issues and standards.

The composition of the Board is designed to ensure the Company has strong and relevant experience for an exploration company. The Directors’ background and experience covers areas of oil and gas exploration, mineral exploration, commercial and business development, and financial management and control.

The Board has established Internal Control Procedures to govern its business activities. The following committees have been established to deal with specific aspects of the Company’s affairs:

Audit Committee

The Audit Committee comprises Nigel Hurst-Brown (Chairman), Harry Dobson and Stephen Posford. It meets at least twice a year and its primary function is to monitor the integrity of financial reporting and statements, the independence and performance of the Auditors, the effectiveness of the internal financial controls and the compliance with legal and regulatory requirements.

Remuneration Committee

The Remuneration Committee comprises Harry Dobson (Chairman), Nigel Hurst-Brown and Stephen Posford. It meets at least annually and is responsible for recommending to the Board the remuneration of Executive Directors and senior executives including the payment of bonuses and share options.

Health, Safety and Environment

The Company has an overriding commitment to health, safety and environmental responsibility. The Company works closely with the host governments and communities in the countries in which it operates, together with its contractors and partners to ensure internationally recognised standards are implemented and maintained along with compliance to local legislation. The Board of Directors is responsible for setting objectives and targets, monitoring performance and providing the necessary resources to support its commitment. All employees have responsibility for HSE awareness and the commitment to high standards. The Board has defined a Health, Safety and Environment Charter.