QCA code compliance

As an AIM-listed company, Borders & Southern intends to adopt as far as possible the principles of the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”). The QCA Code identifies ten principles to be followed in order for companies to deliver growth in long term shareholder value, encompassing and efficient, effective and dynamic management framework accompanied by good communication to promote confidence and trust.

The sections below set out the ways in which the company applies the ten principles of the QCA Code in support of the Company’s medium to long-term success.

We will provide annual updates on our compliance with the QCA Code This information is current as at 31 August 2018.

application (as set out by the QCA)

The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term.  It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.

what we do and why

Borders & Southern is a London based, London Stock Exchange (AIM) listed company, engaged in the exploration and appraisal of oil and gas. The company’s principal asset is a large gas condensate discovery in the Falkland Islands: Darwin.

The company’s business model and strategy are set out in the on pages 4 and 5 of the Company’s 2017 Annual Report.

The key challenges to the business and how these are mitigated is detailed on 7 of our 2017 Annual Report.

application (as set out by the QCA)

Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.

The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.

what we do and why

The company’s main shareholders (those that hold greater than 3%) own 52% of the issued capital. Regular contact is made with those shareholders by the CEO and ensures that their views are communicated fully to the Board. Many of these main shareholders have been so since the Company listed on AIM.

The company provides updates to all shareholders as required, principally through its public announcements and its website, and the CEO makes a presentation at the AGM each year. The Board recognizes the AGM as an important opportunity to meet private shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM.

Where voting decisions are not in line with the company’s expectations the Board will engage with those shareholders to understand and address any issues.

application (as set out by the QCA)

Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company’s stakeholders and understand their needs, interests and expectations.

Where matters that relate to the company’s impact on society, the communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model.

Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.

what we do and why

We operate safely and respectfully, aiming to build strong relationships with all our stakeholders.

Many of the non-critical areas of the company are outsourced to reduce costs and most of these relationships are long standing with reputable companies largely based in the UK. The company regularly reviews these relationships and makes changes where necessary.

In The Falkland Islands during operations the company used local suppliers and contractors during operations where possible.

Outside of operations, the company maintains regular contact with local Falkland Island suppliers to maintain these relationships. Equally, regular contact is made with the relevant departments within The Falkland Islands Government giving, amongst other things, updates on the company’s activities.

application (as set out by the QCA)

The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer.

 

Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).

what we do and why

Our activities are underpinned by thorough risk identification, monitoring and mitigation across the business

The key challenges to the business and how these are mitigated is detailed on page 7 of our 2017 Annual Report.

The Board considers risk to the business at every Board meeting (usually at least 2 meetings are held each year). The company formally reviews and documents the principal risks to the business at least annually.

The Board are responsible for reviewing and evaluating risk and the Executive Directors meet regularly to review ongoing trading performance, discuss budgets and forecasts and new risks associated with ongoing operations and activities. The Board’s risk management policy and internal controls are considered appropriate for a company of its size and business activities.

application (as set out by the QCA)

The board members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board.

The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.

The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a board judgement.

The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

Directors must commit the time necessary to fulfill their roles.

what we do and why

The number of board meetings each year is set out in the Annual Report. The number during 2017 is on page 13 of the 2017 Annual Report. In addition to formal board meetings there is regular contact between board members on all matters concerning the company’s activities. The company circulates an annual budget and reports to the board against the budget during the year.

The company believes that it has an appropriate balance between executive and non-executive directors for a company of its size. The company does not have two independent non-executive directors but this is regularly reviewed by the Chairman and, at an appropriate time, it is expected that further directors will be appointed including independent non-executives.

application (as set out by the QCA)

The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition.

The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board.

As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change.

what we do and why

The directors backgrounds and experience are outlined in the annual reports and the website. The Chairman considers that the board composition is appropriate at this time.

application (as set out by the QCA)

The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.

The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team.

It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable.

what we do and why

The Chairman is responsible for reviewing the performance of the board and the individual members of the board. Reviews to date have been internal and at least annual.

Any new or existing board members are evaluated using the following criteria:

  • They have a sound understanding of, and the competencies to deal with, the current and emerging issues in the Company’s business;
  • Able to exercise independent judgement; and
  • Can effectively review and challenge management’s performance.

The Chairman considers that the current board composition is appropriate and it is performing in line with sound industry practice. The company has a succession policy for its key executives and recognizes that as the company evolves additional non-executive directors will need to be added to the board when appropriate.

application (as set out by the QCA)

The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.

The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team.

Corporate values should guide the objectives and strategy of the company.

The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company.

The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company.

what we do and why

The key executives in the company have had many years experience and training within large oil companies across the world. The oil and gas industry has well established transparent processes to ensure that industry best practice procedures and processes are followed before, during and after operations.

application (as set out by the QCA)

The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:

  • Size and complexity; and
  • Capacity, appetite and tolerance for risk.

The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.

what we do and why

The roles of the various board committees are on the company’s website.

The executive directors have discretion to approve expenditures up to a certain amount with board approval required for costs above that.

application (as set out by the QCA)

A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company.

In particular, appropriate communication and reporting structure should exist between the board and all constituent parts of its shareholder base. This will assist:

 
  • the communication of shareholders’ views to the board; and
  • the shareholders’ understanding of the unique circumstances and constraints faced by the company.
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It should be clear where these communication practices are described (annual report or website).

what we do and why

The company communicates with shareholders through the Annual Report and Accounts, full-year and half-year announcements, the AGM and one-to-one meetings with large existing or potential new shareholders.

A range of corporate information (including all company announcements and presentations) is also available to shareholders, investors and the public on the company’s corporate website. Information on the work of the various Board Committees and other relevant information are included in the company’s Annual Report.

The company’s financial reports can be found here.

Notices of General Meetings of the company can be found here.

After each AGM, the company informs the London Stock Exchange the outcome of the resolutions. Suitable explanations of any actions undertaken as a result of any significant votes against resolutions shall also be disclosed on the Company’s website.

During the 2018 AGM all resolutions were passed unanimously.