6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

April 30, 2020

Commission File Number 001-39007

Borr Drilling Limited

S. E. Pearman Building

2nd Floor 9 Par-la-Ville Road

Hamilton HM11

Bermuda

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒ Form 40-F  ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ☐ No  ☒

If ‘‘Yes’’ is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

Exhibits

99.1	Press Release
99.2	Sustainability Report
99.3	Corporate Governance Report

 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BORR DRILLING LIMITED
Date: April 30, 2020	By:	/s/ Georgina Sousa
	Name:	Georgina Sousa
	Title:	Director

EX-99.1

Exhibit 99.1

Borr Drilling Limited files its 2020 Annual Report on Form 20-F and releases its Sustainability Report and Corporate Governance report for 2020

Hamilton, Bermuda, April 30, 2021. Borr Drilling Limited (the “Company”) (NYSE and OSE: BORR) today files its Annual Report on Form 20-F for the Year Ended December 31, 2020 (the "2020 Annual Report"). Simultaneously, the Company also releases its 2020 Sustainability Report and Corporate Governance Report. The reports are attached to this release.

Between the release of its unaudited financial statements on February 26, 2021 and the filing of the 2020 Annual Report, the Company has recorded a reduction of $12.4 million in its income from investments in its 49%-owned Mexican joint venture business accounted for under the equity method. The reduction is due to the recognition of a non-cash deferred tax expense and is not expected to affect the recoverability of the investments nor its ability to generate future profits or repay outstanding balances with the Company or other suppliers. The net loss for the year ended December 31, 2020 following the adjustment was $317.6 million.

The Company’s 2020 Annual Report can be downloaded from the SEC's website (www.sec.gov) from 6:00am EDT on April 30, 2021, and is also available on the Company’s website (www.borrdrilling.com). Hard copies of the Company's 2020 Annual Report can be ordered, free of charge, upon request by writing to us at:

Borr Drilling Limited

S.E. Pearman Building, 2nd Fl,

9 Par-la-Ville Road,

Hamilton HM11,

Bermuda

Or by email to: ir@borrdrilling.com

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

EX-99.2

Exhibit 99.2

 MOVING FORWARD Sustainability Report 2020   

MOVING  FORWARD  As a young and growing company with the most extensive fleet of new and modern rigs in the jack-up drilling market, we are keenly aware of our responsibilities towards our people, our environment, and the communities in the areas we operate in.Borr Drilling’s management is committed to reducing our operations’ impact on the environment and has set goals and action plans to reduce emissions. By expanding our operations, we contribute to society’s economic growth through employment and business opportunities, particularly for the local communities.Moving forward on our sustainability journey, we continue to take strides to be the sustainability development leader in the offshore drilling industry.   

     MESSAGE FROM THE CEO  TABLEOF CONTENT  Message from the CEO Borr Drilling Operations Borr Operations 2020 Integrating Sustainability Borr Drilling SDG Focus EnvironmentPeople Safety GovernanceCommunity Engagement Performance Data Disclaimer & Colophon  345678121518212223    2020 was a year of extraordinary challenges for everyone, also impacting our people and our business. It was a pivotal year for the oil and gas industry, particularly for the offshore drilling sector.Financial impact has been significant due to early termination of contracts and postponement of clients’ projects. We worked relentlessly with our stakeholders to improve our financial liquidity. This, while continuing to focus on delivering safe and efficient operations to our customers and deploying rigs in a strengthening market. Expanding our operations further will also create more employment and business opportunities in the areas we operate.Reduced operations, travel restrictions, and office closures have led to reduced carbon emissions, albeit in a somewhat artificial manner. As per IEA, the reduction in global energy-related carbon emissions was around 5.8% in 2020. As the world rebounds from the impacts of COVID and resumes activities, carbon emission figures are set to rise. Therefore, it is crucial that we remain focused on reducing our carbon footprint and take measures to address climate change for the welfare of our ecosystem and protect our future.We at Borr Drilling are aware of this responsibility and are in alignment with the Paris Agreement and UN Sustainable Development Goals. Our sustainability journey started in 2019 with the establishment of our strategy to integrate sustainability into our way of doing business, identify opportunities for adapting to the energy transition and invest in reducing our environmental impact. Having assumed office in September 2020, I fully endorse the strategy and remain committed to taking this journey forward.In 2020, despite the extraordinary challenges, Borr Drilling invested in selective catalytic reduction (SCR) technology on our rig Prospector 1 operating in the Dutch North Sea, capable of reducing the emissions  by over 90%. This is just the beginning, and we are continually evaluating solutions, both organizational and technological, to improve operational efficiency and reduce emissions, including partnering with customers on their net-zero emissions agenda. Our goal is to make all our onshore offices carbon neutral by 2022 and offer carbon neutrality as part of the rig offering to clients by 2024.While it is important to pay attention to our environ- mental impact, we strongly believe that it is our people who make the achievement of these goals possible and help us remain agile in the face of uncertainty.This was very clear in 2020, where we would not have been able to serve our customers if it wasn’t for the dedication of our employees. Significant sacrifices were made by our people both onshore and offshore to ensure operations could continue. Our personnel working on rigs offshore were at times required to stay away from family and friends much longer than expected due to travel restrictions. They adapted to the changes admirably and worked as a team with integrity and commitment to ensure our operations’ continuity, embodying our core values as a company.During this period, through the commitment and focus of the crews, we also achieved significant im- provement in our safety statistics. Our total recordable injury frequency was reduced by 21% as compared to last year. We will continue to focus on the wellbeing of our people and strive to develop a work culture that embraces diversity with fairness and encourages innovation.As we move towards a promising future, I, together with all Borr Drilling employees, look forward to working with our customers, partners, and our stakeholders to achieve our ambition to be a sustainability development leader in the offshore drilling industry.Patrick Schorn CEO Borr Drilling  3 

BORR DRILLING OPERATIONS  Borr Drilling is an offshore shallow-water drilling contractor providing worldwide offshore drilling services to the oil and gas industry.Our primary business is the ownership, contracting, and operation of jack-up drilling rigs for operations in water depths up to approximately 400 feet. We also provide related equipment and work crews to conduct oil and gas drilling and workover operations for exploration and production customers.Our young and modern fleet has 23 delivered jack-up drilling rigs and five rigs under construction at Keppel FELS, scheduled for delivery during 2023. After delivery, our fleet will consist of 28 modern rigs built after 2010.RIGS IN OPERATIONIn 2020 we had operations offshore Mexico, Malaysia, Vietnam, Nigeria, Gabon, UK, Netherlands, and UAE, supported by our onshore offices within these countries. These operations are performed for our customers,  such as state-owned national oil companies and independent oil and gas companies.We also maintain a presence in Singapore to monitor our new build rigs in shipyards and prepare rigs to start operations.2020 was a challenging year for Borr Drilling. Due to the postponement of projects and early termination of contracts by customers, the rigs in operation reduced to seven at a low point during the third quarter. However, since the third quarter, operations have been increasing, with four rigs starting new contracts during the third and fourth quarters, out of which three were previously idle. Three more rigs are expected to commence operations in the first half of 2021, bringing the total number of active rigs during the first half of 2021 up to 14 rigs.OUR PERSONNEL AND SUPPLY CHAINTo safeguard the health of our personnel, we followed national and international pandemic-related protocols. Our onshore offices  were closed, and personnel requested to work from home. As of the end of 2020, 1,345 people worked for us at onshore and offshore locations worldwide from around 38 nationalities. At Borr Drilling, we strive to hire local personnel in each of our locations, both onshore and offshore.Also, we have developed a supply chain network in the areas we operate in to provide us with materials, parts, services, and logistical support. In 2020 we had 1,274 active suppliers in our approved vendor list distributed over the Middle East, Africa, North Sea, and Asia.STRENGTHENING OUR FINANCIAL POSITIONSuccessful efforts have been made during 2020 and the beginning of 2021 to strengthen the company’s financial and liquidity position, which was impacted by the lower activity and higher expenses related to the COVID pandemic. Our position has been improved by raising more than $100 million in liquidity from share issuances in addition to deferring  debt maturities, new-build deliveries, and postponing interest payments, which combined is estimated to give a positive liquidity effect until 2023 of around $1 billion.NEW EXECUTIVE LEADERSHIPBorr Drilling’s leadership changed in 2020 when Patrick Schorn assumed office as CEO in September and Magnus Vaaler as CFO in December.    Our new leadership, financial restructuring, modern fleet, and our trained and committed workforce will help us provide safe, cost- efficient, and sustainable operations for our stakeholders’ benefit and take proactive measures to reduce our carbon footprint.      4  Integrating Sustainability  Environment  People  Safety  Governance  Data 

1,345 TOTAL PEOPLE Aberdeen London Villahermosa Bermuda    Corporate Office Registered Office In Country Office Project Office  *Reflects status of company at the and of the year, 31 December 2020. People include Borr employees and agency hired workers.      BORR OPERATIONS 2020*99.5% 28 11 5  1 1 1 3  TECHNICAL  JACK UP RIGS  OPERATING RIGS  MEXICO  UK  NETHERLANDS  NIGERIA  MALAYSIA  UTILIZATION  IN TOTAL              157 1,188ONSHORE OFFSHORE                                    Beverwijk  Oslo  Abu Dhabi Port HarcourtLagos  Dubai  Kuala Lumpur     Singapore    5  Integrating Sustainability  Environment  People  Safety  Governance  Data 

 INTEGRATING SUSTAINABILITY  OUR AMBITIONWe aim to be a sustainability development leader in the offshore drilling industry.  OUR SUSTAINABILITY STRATEGYInvest to reduce our environmental impact and to increase our positive effect on societyEstablish and integrate sustainability into our way of doing businessIdentify opportunities for adaption to the energy transition  SUSTAINABILITY INITIATIVES IN 2020Despite challenges in 2020, we accomplished the following sustainability initiatives:GREEN INITIATIVESReduction of single-use plastics in general and progressively shifting to the best available eco-friendly chemicals.SUSTAINABLE DIVESTMENTSModernization of our fleet by selling rigs for reuse and repurposing.EMISSION REDUCING TECHNOLOGYInstalled state-of-the-art Selective Catalytic Reduction (SCR) system on the Prospector 1, reducing NOx and CO emissions by up to 95%.SUPPLIERS CSR ASSESSMENTSAligning our suppliers with our sustainability ambitions by launching the EcoVadis sustainability assessment platform for supplier sustainability assessments.                                  Start Borr Drilling  --------------------------- Acquisition of Rigs ------------------------>--  - Start of first operations  -------------->--  SCR system Prospector 1          2016  2019  ISO Certification Corporate HQ        ISO    Silver rating EcoVadis      Sustainability Stakeholder Engagement Workshop2020                      First Sustainability Report  Carbon Disclosure Project  ISO                                              2019                                                  Divestment of non-core assets completed  Supplier Sustainability Assessment platform  2021    Reduction of single-use plastics                    6  Integrating Sustainability  Environment  People  Safety  Governance  Data 

   BORR DRILLING SDG FOCUS  PEOPLE  Promoting the health and safety of all personnel working at our premises.We recognize that with recent world events, the emphasis on protecting our personnel’s good health and well-being is even more critical.  GOALS AND TARGETS 2021Create a framework as per the new “normal” of workingpart-time from home – part-time from the office and remote working possibilities, enabling a better work-life balance for employees, streamlining office space requirements, and reducing personnel commuting.Evaluate work scope and tasks performed onboard our rigs offshore and determine what could be done remotely onshore, aiming to reduce personnel exposure to offshore risks.Evaluate and implement initiatives to improve our employees’ health and well- being, focusing on mental health awareness, and support.  Empowering people through employment; valuing equality and diversity; treat everyone with fairness, respect, and dignity.Borr Drilling believes that businesses can be powerful platforms for social change and that one of our higher purposes is to ensure we drive equality for all.GOALS AND TARGETS 2021Establish a Borr Diversity and Inclusion program to increase equality, both onshore and offshore, focusing on gender, ethnicity, accessibility, and age. We aim to find intentional ways to grow in our understanding and support of others.  ENVIRONMENT  Efficient use of natural resources and responsible waste and chemicals management.We strive to be responsible in the consumption of natural resources across our business and drive our vendors towards our targets.  GOALS AND TARGETS 2021Expand the scope of mapping chemicals to a broader range of chemicals and mineral oils as an initial step towards a transition into greener chemicals.Promote sustainability practices among our suppliers. We will establish a framework for supplier selection criteria and invite a larger group of selected suppliers to register and be assessed by the EcoVadis sustainability platform.By 2022, we aim for all our onshore offices to be carbon neutral.  Use information, innovation, and technology to reduce adverse environmental impact and build resilience to climate-related risks.At Borr Drilling, we firmly believe in building resilience to climate- related hazards and integrating climate change measures into policies, strategies, and planning.GOALS AND TARGETS 2021Establish a core working group to evaluate new technological solutions and processes, collaboration opportunities, and energy harvesting.Measure CO2 footprint related to Borr personnel travel and logistics service.Make resources available to participate in client-initiated projects on renewable energy and carbon storage projects.By 2024, offer carbon neutrality as part of the rig offering to clients.    7  Integrating Sustainability  Environment  People  Safety  Governance  Data  SETTING THE ROADMAPA sustainability workshop was held with senior management and key internal stakeholders in our corporate office and our regions. There was a common alignment among the stakeholders towards improving our efforts on Sustainability initiatives particularly on emission reduction and energy efficiency management. We have therefore established the following goals and targets that are aligned with eight sustainability development goals.These goals are part of the 17 Sustainability Development Goals established by United Nations with an aim to ending poverty and other deprivations, improve health and education, reduce inequality, and increase economic growth while tackling climate change and working to preserve our ecosystem. 

     ENVIRONMENT  At Borr Drilling, we are committed to protecting our environment and lessening the impact of our operations. We aim to have zero spills to sea, divest responsibly, and reduce our air emissions.Borr Drilling has initiated some concrete steps in this direction through our commitment to our sustainability strategy.We have set tangible goals and action plans for the short and medium-term to enable us to progress towards environment-friendly operations with the commitment from our leadership and the support of our people and our suppliers.          8  Integrating Sustainability  Environment  People  Safety  Governance  Data 

 ENVIRONMENTAL POLICYBorr Drillings’ commitment to protecting its environment is stated within our Environmental Policy. Our environmental management system sets requirements and processes in place to reduce our potential impact on environment.Our rigs comply with IMO regulations and local legislation in the country of operations. Also, all our operations adhere to the ISO 14001 standard, with our North Sea operating rigs and Corporate office being certified.Our environmental management system is supplemented by Environmental Aspects and Impacts assessments and stringent administrative and mechanical barriers.    EMISSIONSAt Borr Drilling, we continuously aim to reduce the emission of Greenhouse Gases (GHG). In 2020, one of our rigs, Prospector 1, was fitted with a Selective Catalytic Reduction system to reduce our emissions significantly. Read the full details on this project on page 11.All the rigs in our fleet use Tier III engines that are efficient at reducing Nitrogen Oxide (NOx) emissions and are certified for compliance with MARPOL Annex V International Air Pollution Prevention. A preventive maintenance program ensures we maintain our equipment in optimum working conditions.Our direct Scope 1 emissions come from engines used for power generation and a small volume from refrigeration systems, and our Scope 2 emissions are indirect from electricity usage. The overall Carbon Emissions from Scope 1 and Scope 2 are 163,818 tonnes compared to 150,784 tonnes CO2 eq in 2019.  This is an increase of 8.6% from 2019 (13,034 tonnes CO2 eq). This increase is due to four new rigs starting operations in Mexico and Asia and the full year emission counts for rigs that started operating during the middle or later part of 2019.To ensure the data’s validity, an independent and CDP-certified environmental consultancy verified the Scope 1 and Scope 2 GHG emissions prior to CDP reporting last year.Borr Drilling also participates in the CDP’s global GHG monitoring program.    DISCHARGES AND SPILLS TO SEABorr Drilling has a goal of zero spills to sea. Each rig has an IMO-regulated Shipboard Oil Pollution Emergency Plan (SOPEP), spill kits, and performs regular spill response drills to respond effectively to any spill event. Drainage and discharge management plans ensure drainage and discharge of fluids are within permitted thresholds set by IMO regulation and local legislation.We report all environmental spills, including those contained on board, so that they are investigated and corrected to prevent reoccurrence. Two spills greater than 1 M3 were reported in 2020. The investigation into these incidents revealed that they were caused by a combination of human and organizational factors. Stringent measures have since been enforced across the fleet to prevent reoccurrence.    WASTE MANAGEMENTAll Borr Drilling rigs have waste segregation facilities to ensure that the appropriate waste disposal is done for hazardous and non-hazardous waste and to enable waste recycling where possible. The waste volumes are tracked by type and backloaded to shore for disposal at licensed waste facilities.    GREEN INITIATIVEIn 2020, we implemented a Green Initiative across our fleet to reduce waste and conserve our natural resources. Firstly, we started a companywide phasing out of single-use plastic bottles, cups, and glasses across all rigs and offices. We achieved 78% compliance, and efforts are ongoing to achieve 100% compliance.Secondly, a mapping of operational chemicals such as pipe dope, jacking grease, BOP fluid, and rig wash showed an overall compliance level of 75% to using environment-friendly chemicals. The rigs operating in the North Sea were 100% compliant. Based on the findings, our supply chain is seeking eco-friendly alter- natives for replacement in applicable rigs. In 2021, a mapping of broader range of chemicals to be carried out as we transition towards ‘green’ chemicals.  ENVIRONMENT      9  Integrating Sustainability  Environment  People  Safety  Governance  Data                     

   In line with our vision and mission, we continuously look for opportunities to modernize our fleet and divest our standard jack-up rigs. Modernising our fleet reduces our impact on the environment, as modern rigs substantially reduce GHG emissions and are more efficient to operate. Borr Drilling only divests rigs in a manner that obligates the retired jack-up rigs to leave the jack-up drilling market, thereby decreasing the available worldwide supply of jack-up rigs. RECYCLING AT CERTIFIED YARDSThe divestment of such rigs is done responsibly and in full compliance with applicable international laws and conventions. For instance, the Basel convention stipulates specific requirements for any transboundary movement of wastes defined as hazardous waste, either based on their origin, composition, or characteristics. Also, any equipment that we can reuse within our operations is removed before divestment. To ensure divestment is performed with no harm to the environment, recycling is completed at yards certified per local and international laws.In May 2019, we entered into sale agreements to sell our jack-up rig “Eir”, with an obligation not to be used for drilling purposes. The divestment was completed in 2020. We also sold our jack-up rig B391 and the semi-submersible MSS1, built in 1981, for recycling.The divestment of the semi-submersible MSS1 was completed in strict adherence to the Scottish Environmental Protection Agency (SEPA) procedures and requirements as well  as in full compliance with the European Communities Act 1972 Regulation 1013/2006/EC on Shipments of Waste and the Transfrontier Shipment of Waste Regulations 2007.NEW PURPOSE AS PRODUCTION PLATFORMTwo other jack-up rigs, “Balder” and “Atla”, were sold to be used as a production platform. A substantial reduction in GHG emission is achieved by repurposing jack-up rigs as a production platform by avoiding new con- struction, thereby consuming less steel and reducing the duration of yards stays.YOUNGEST FLEET IN THE INDUSTRYBorr Drilling has accomplished its asset strategy by responsibly divesting all the standard and cold-stacked rigs within our fleet. We have the youngest and most capable jack-up drilling fleet in the industry today, giving us the ability to be a major player in the industry going forward.                                                  RESPONSIBLE RIG DISPOSAL AND RECYCLING  10  Integrating Sustainability  Environment  People  Safety  Governance  Data 

 INVESTING IN EMISSIONS-CUTTING TECHNOLOGY  At Borr Drilling, we strongly believe in the benefits of operating a modern fleet with state-of-the-art technology. In line with our sustainability strategy to invest to reduce our environmental impact and increase our positive effect on society, we installed innovative emission reducing technology.In 2020, we implemented our first emission- reducing technology as part of our commitment to lessening our impact on the environment. In an ambitious pilot project, our Prospector 1 jack-up, which entered service in 2013 and is one of our rigs operating in the North Sea, was fitted with the selective catalytic reduction (SCR) system.The SCR system is an emission controls system that injects a liquid reductant agent through a unique catalyst into the diesel engine’s exhaust stream. With our rig personnel’s careful planning and commitment, the system was installed onboard the rig within three months.  We are proud that Prospector 1 is currently the only rig outside of Norway to be fitted with this technology as well as the only rig outside the Norwegian sector that complies  with the new Dutch regulations on NOx emission standards.REDUCING EMISSIONS BY UP TO 95%In October 2020, surveys conducted by an independent company showed promising results. Nitrogen oxide (NOx) emissions have been reduced by 92.6% and are expected to decrease further to 95%, equating to approximately 50 tonnes less per annum. The new system has also reduced CO emissions by up to 95% and hydrocarbon emissions by 90%. Particulate matter in the exhaust fumes has been reduced by 85%.          NOx92%      PM85%      CO95%      HC90%      All rigs in our fleet use Tier III engines, meaning they are already efficient at reducing NOx emissions. However, as an innovative company, Borr Drilling is always looking for ways to improve our operations’ efficiency and reduce our impact on the environment.Our CEO Patrick Schorn said: “The SCR system ensures that the impact to the environment is reduced as much as possible. We have seen an increased demand from  operators requiring low NOx emission rigs, so implementing this technology is a significant contribution our business can make to reduce emissions. It allows our customers to continue their operations in certain highly regulated regions in an environmental responsible manner.”  INVEST FURTHER IN NET-ZERO AGENDAFollowing the success of the innovative system, Borr drilling plans to invest further in technological solutions to reduce our footprint and is exploring the potential to upgrade further rigs in its fleet with the SCR system.Patrick added: “We are on a journey to integrate sustainability into our business, and we have taken big steps along this path. Our customers are making great strides in their net-zero ambitions in order to ensure their social license to operate, and we are providing a meaningful part of the answer to the problem. This type of initiative is a significant part of our engineering programme and provides us with a competitive edge in the market. The company was built to make a difference, and that is exactly what we intend on doing.”    11  Integrating Sustainability  Environment  People  Safety  Governance  Data 

     PEOPLE  Our mission is to apply talent, entrepreneurial spirit, and commitment to performance throughout our modern fleet, creating value for customers and investors. We provide a work culture free from harassment and discrimination, valuing equality and diversity, where everyone is treated with fairness, respect, and dignity.We believe that it is the unique talents, expertise, and perspectives of our people that differentiate us from our peers and enable us to achieve our organisational goals. Our training and competency development programs equip our personnel to work efficiently and develop their professional skills.At Borr Drilling, we are committed to contributing to the local communities’ economic growth in the regions we operate in, and we will continue to employ and train local personnel.As we move forward in our journey, we aim to positively impact our people’s lives by engaging with them, seeking feedback, and making continual improvements in the way we work.          12  Integrating Sustainability  Environment  People  Safety  Governance  Data 

 PEOPLEOUR WORKFORCEAt Borr Drilling, we are proud of our people’s expertise and dedication. Our workforce comprises onshore and offshore crews, with a total workforce of 1,345 at the end of December 2020. The 30% reduction in 2020 from workforce numbers in 2019 is due to our Dutch office and Abu Dhabi operations’ closures. Our operations’ dependency on active operational contracts influences our decision to maintain or close our offices in any region. If it is necessary to reduce the number of employees due to the closure of offices or internal restructuring, we make all efforts to avoid redundancy by exploring alternative opportunities. In case employees are to be made redundant, we communicate this clearly. Consultations are carried out with employee representatives where required, and we ensure that the process is undertaken fairly, reasonably, without discrimination, and in compliance with local labour laws.    DIVERSITY AND INCLUSIVITYThe oil drilling industry has predominantly been a male-dominated industry. However, over recent years, this scenario has changed with more women entering the industry. At Borr Drilling, we encourage diversity and provide equal opportunities to women.In 2020, we successfully doubled our female onshore Senior Management representation by 19%, from 1 % in 2019 to 30% in 2020. At  the Board level, two out of five members are women. Female representation in our onshore workforce is 32% and overall, 4%. We will continue to positively support females’ employment and support their career progression through training and developing their skills and experience.  Female at Senior Management Level        11%      30%  2019  2020  DIVERSE NATIONALITIESBorr personnel belong to 38 different nationalities. Besides mobile expatriate personnel, we have locally hired personnel in each region of operations. Currently, we have locally hired personnel from Mexico, Nigeria, Asia, UK, and the Netherlands. We focus on developing all our employees in their careers. Our Board members hail from Canada, the UK, and Norway.              38  different nationalities  (Borr Personnel Only)    TRAINING AND COMPETENCY OF WORKFORCEWe ensure that every Borr Drilling rig-based employee is competent to perform the full scope of their work responsibilities. Our offshore personnel is provided job-specific training as per Borr Drilling’s internal standards and requirements set by the industry, regional regulations, our clients, and flag state. We supplement these training courses with onboard coaching by trainers and e-learning on matters such as health and safety, use of computer applications needed for the task, and workshops on Safety Leadership.Borr Drilling also has a Competency Assurance Management System (BCAMS) designed to measure, optimize, and demonstrate the Borr Drilling workforce’s competence and provide development and preparation for career advancement opportunities. The competency assessments and our training programs are beneficial to our personnel as it helps in their skill development and enhances their current and future employability.  HR SUSTAINABILITY ACTION PLANSWe identified key areas for our people’s welfare to focus on in the short and medium- term during our internal stakeholder meeting.For a post-COVID return-to-work scenario, we evaluate a flexible working model between the office and home to align with the new normal. This will be particularly beneficial to employees as it would provide a better work- life balance. A flexible model will also reduce the daily commute to and from the office, our energy consumption by streamlining office space requirements and fuel emissions through reduced travel. We are also evaluating the work scope of personnel offshore to determine whether any of the positions offshore can potentially change to remote working from onshore.In 2021, we aim to improve upon our existing arrangement for our personnel’s health and well-being with a particular focus on mental health. Psychological health and stress prevention is vital to prevent distractions at work and risk of injury. Initiatives to improve awareness on these issues and measures to reduce stress levels will further help develop our personnel’s well-being and productivity.We also plan to establish a Borr Diversity and Inclusion program to provide a work environment free of discrimination that is tolerant towards diverse perspectives and encourages innovative thinking.    13  Integrating Sustainability  Environment  People  Safety  Governance  Data 

   HIRING LOCALLYBorr Drilling continues the strategy of hiring and developing crew members and onshore support staff that are local to the country of operations. While traditionally drilling contractors relied on international expatriate personnel to fill many positions, Borr Drilling has taken the strategy of using local resources wherever possible. We strongly believe in the philosophy that expertise can be found globally, and we employ local people across the organization.Hiring locally provides a positive impact on local communities by contributing to their economic growth. We conduct due diligence of local labour providing companies to ensure they are aware of and are adhering to the laws on human rights, modern slavery, and human trafficking.Borr Drilling provides the locally hired personnel with all the necessary training required for their job position. Offshore local personnel have access to all the information, tools, and personal protective equipment needed to safely and efficiently carry out their tasks. Personnel employed in our onshore offices have an opportunity to improve their skill set by working in a multinational company. We provide training and guidance for their role and the use of information technology.These training initiatives, both onshore and offshore, drive the local communities’ professional development and enhance their employment opportunities.  2020 - LOCAL EMPLOYEES                                                                                                                                                                                                                                                                                                                                      ASIA  67%  MEXICO  69%  AFRICA  60%  NORTH SEA 100%  14  Integrating Sustainability  Environment  People  Safety  Governance  Data 

       SAFETY, HEALTH AND SECURITY  At Borr Drilling, we focus on developing a strong quality, health, safety, and environment, or QHSE, culture and performance, and pursuing our goal of zero harm to people.We believe that the combination of quality jack-up rigs, experienced and skilled employees, and a robust Health and Safety management system is paramount in ensuring both our employees’ safety and wellbeing and efficiency in operations. Subcontractor personnel are treated the same as Borr employees on the rig and are provided the necessary tools, training, and personal protective equipment.The safety culture on our rigs is maintained through the drive and commitment of our rig leadership. Onshore management visits regularly to set expectations, evaluate the QHSE culture onboard, and enhance communication between offshore and onshore.        15  Integrating Sustainability  Environment  People  Safety  Governance  Data 

 SAFETY, HEALTH AND SECURITY  PROACTIVE SAFETY MEASURESTo protect the safety of our people, we continuously take proactive measures. For each rig, we identify major hazards related to operations and place appropriate barriers to mitigate the risks to as low as reasonably practicable.Our procedures and policies on health and safety, safety meetings, safety training, pre- job planning, and risk assessments ensure that personnel are aware of the requirements to work safely and the hazards associated with their tasks.Safety measures are in place while handling hazardous substances such as chemicals.Product warning labels, safety data sheets, personal protective equipment, and chemical safety awareness training equip our crew to handle chemicals safely. Each rig also maintains work instructions that include a step-by-step risk assessment for specific tasks on that rig.    SAFETY MONITORINGHSE Performance and Rig HSE KPIs are monitored daily and reviewed with senior management at the end of each month. In 2020, we achieved a 21% reduction in our Total Recordable Injury Frequency compared to last year. Fortunately, no high potential injury incidents were reported during the year.Borr Drilling conducts internal audits to ensure compliance with requirements. In 2020, we formed a Trust and Verify Audit team to conduct compliance audits on rigs. However, the project was suspended due to COVID-related travel restrictions.We investigate all unplanned events, including near misses, to identify the root causes and the barriers or control measures that failed.Also, we share the lessons learned with the fleet to avoid reoccurrence. Using our investigation tool, COMET, is encouraged for any business area improvements.    SAFETY PERFORMANCE 2020*2019  20200.831.66  LTIF TRIF  0.912.12  *The above frequencies include Borr Drilling, client, and third-party personnel on board.    SAFETY FOCUS 2020The emphasis in 2020 was to ensure all personnel focused on working safely during times of COVID. We highlighted the importance of effectively using the safety tools of pre-job planning and risk assessment and exercising Stop Work Authority to stop any unsafe acts. Focused campaigns on Chronic Unease raised alertness to hazards at the workplace.  The prevention of dropped objects was an additional focal point for the year. We conducted regional campaigns to reinforce dropped object risk awareness. As a result, there was an 18% reduction in Dropped Object Incident Frequency.          21%  reduction  in Total Recordable Incident Frequency      18%  reduction  in Dropped Object Incident Frequency    SECURITYWe operate in areas that are vulnerable to physical security risks onshore and offshore. To ensure our personnel’s safety, we carry out thorough security threat assessments in consultation with global security experts and develop security plans for offices and offshore rigs before starting operations in high-risk areas. Also, we adhere to the International Ship and Port Facility Security Code.    EMERGENCY PREPAREDNESSWith our operation spread over various geographical regions and the closure of  offices due to the pandemic, it is imperative that the emergency response team at country, regional and corporate levels remain vigilant and prepared for any emergency. We conducted emergency drills to maintain the robustness of the emergency response setup.    SAFETY TRAININGAs we are committed to continuing our safety training even with travel restrictions, we held two virtual training sessions for COMET Incident investigation. Also, we rolled oute-learning on awareness and prevention of COVID.In Mexico and Malaysia, we held eight Safety Leadership Training workshops for rig crews, including third-party personnel, to ensure a safe start of operations.    16  Integrating Sustainability  Environment  People  Safety  Governance  Data 

   CREW WELL-BEING DURING COVID  The health and well-being of our people are of the utmost importance to Borr Drilling.Our crew work on rotation and are required to stay on board the rig during that period. During COVID, travel restrictions and changing protocols led to personnel staying offshore longer than intended or isolated in an onshore location.Our CEO Patrick Schorn said: “I thank all our people for their sacrifices and the incredible effort they have made to keep the operations going during these extraordinary times, and deliver our services to clients as intended.”ADDITIONAL MEASURES DURING COVIDTo ensure the health of personnel working offshore, we supplemented our existing medical arrangements by providing awareness on COVID and additional measures for screening and isolation of suspected cases. Also, we  continued to regulate working hours and provide adequate rest periods between shifts, healthy food, safe drinking water, and a gymnasium to keep fit.We encouraged supervisors to interact with crews, offer breaks when needed, rotate work tasks when possible, and promote the buddy system to prevent fatigue. Rig Managers maintained constant communication with personnel in quarantine or hotel confinement to alleviate any hardship our crews faced due to the separation from family and friends.IMMEDIATE MEDICAL ASSISTANCEEach rig has a trained, experienced, and licensed medic, a well-equipped clinic, and sickbay to provide immediate assistance for any injury or illness on board. Measures are also in place to transport personnel to onshore hospitals for further treatment.  We partner with International SOS to provide support and guidance to our offshore medics and employees.Medical insurance coverage is provided to our crew and onshore personnel. In 2020, we included a 24/7 Employee Support Program within the insurance coverage to provide confidential counselling, resources, and information to support employees and immediate family through mentally challenging times.FOCUSED HEALTH CAMPAIGNSWe also carried out focused health campaigns to raise awareness on other health-related topics such as infectious diseases, malaria, heat stress, fatigue, and general fitness.Personnel working and travelling to malaria- endemic countries were made aware of malaria risks and preventive measures.    17  Integrating Sustainability  Environment  People  Safety  Governance  Data               

     GOVERNANCE  At Borr Drilling, we are committed to conducting business ethically and in the best interest of our people, environment, and society.Sustainability is embedded in our management system and our procedures. Our Code of Conduct clearly outlines our business ethics and shows what we expect from our employees, our management, and all other parties acting on our behalf.Our Occupational Health and Safety Policy, Environmental Policy, Code of Conduct Policy, Anti-Bribery and Anti-Corruption Policy, Action Against Modern Slavery and Human Trafficking, Whistle Blower Policy, Equal Employment Opportunity Procedure, and Training and Competency Policy state our commitment and act as a guide for everyone involved with Borr Drilling.          18  Integrating Sustainability  Environment  People  Safety  Governance  Data 

 GOVERNANCE  SUSTAINABILITY COMMITTEEIn order to strengthen the emphasis on sustainability and in line with our strategy to further integrate sustainability into our way of doing business, we will establish aSustainability Work Group in 2021. Members from various disciplines within Borr Drilling will take part in the Work Group. The committee will develop goals and action plans, manage sustainability projects, monitor performance on sustainability metrics, and provide regular updates to the senior management and the Board.To monitor the sustainability performance, we have an Operational Performance Score Card for each rig, including specific KPIs such as Health and Safety, Environmental Spills,Nationalization, and Training. Our senior management regularly reviews the scorecards with the Corporate Functional teams, Regional Management, and Rig Management.  CODE OF CONDUCTOur Code of Conduct, established by the Board of Directors, provides a framework for conducting business fairly, ethically, and in compliance with regulations. It applies to all Borr Drilling employees and intermediaries, consultants, agents, and other parties who act on Borr Drilling’s behalf. Our code of conduct states the requirements related to Bribes and facilitation payments, Conflict of Interest, Fair Competition, international Trade and Anti-Boycott laws, Information Security, Labour and Human Rights, Diversity and Non-Discrimination, Safety and security, Environmental protection, Reporting or Notification of Breach. Our Code of Conduct can be found at www.borrdrilling.com.In 2020 we conducted Code of Conduct training for senior management in London, all employees in Mexico (Villa Hermosa and Mexico City), all employees in the UAE, and our Joint Venture Partner’s management members and employees in their Mexico City Office.  WHISTLEBLOWER HOTLINETo enable the reporting of any breach of the Code of Conduct or violation of any applicable law in countries where we operate, we have established a Whistleblower hotline. The hotline is accessible to all personnel through a dedicated phone number and a compliance email address. Contact details are available on our website and are posted in offices and rigs.    CYBER SECURITY MANAGEMENT2020 has been a challenging year in terms of cyber security brought about by workplace  changes. Our onshore employees are now mostly working from home and we have adjusted our security settings to accommodate this situation. The focus on cyber security training and phishing testing has been more important than ever.As a part of our continuous cyber security improvement plan, we have established an Information Security Management System (ISMS). The ISMS consists of policies and procedures for systematically managing our organization’s sensitive data. Our goal is to minimize risk and ensure business continuity by pro-actively limiting the impact of a security breach.The ISMS addresses employee behaviour and processes as well as data and technology and has been developed using guidance fromISO 27001 and the National Institute of Standards and Technology Framework. The ISMS includes requirements for internal audits and both corrective and preventive actions to drive continual improvement.    19  Integrating Sustainability  Environment  People  Safety  Governance  Data 

   DRIVING SUSTAINABILITYACROSS THE SUPPLY CHAINFor Borr Drilling to effectively achieve its business and Corporate Social Responsibility objectives, alignment of suppliers with our CSR principles is essential. Therefore, we have established Supplier Procurement and Corporate Social Responsibility procedures that outline what we expect from our suppliers. During the initial registration process, suppliers are expected to confirm that they have policies in place for Business Ethics, Anti-Bribery and Corruption, Labour and Human Rights, Safe operations, and Environment. They are required to provide Borr Drilling with relevant CSR-related data and facilitate the auditing of their management systems or operations by Borr Drilling or our representative. All our suppliers are also required to review our Code of Conduct and our Anti- Bribery and Corruption procedure and to confirm they abide by the requirements.In 2020 Borr Drilling partnered with EcoVadis, a leading independent CSR rating agency, to launch a supplier CSR assessment platform. As an initial step, we invited a select list of suppliers based on criteria such as top 10% spend, agents, waste management companies, catering companies, chemicals and PPE providers, to register and be rated on sustainability aspects such as Environment, Labour and Human Rights, Ethics, and Sustainable Procurement. Of a total of 59 suppliers who were invited to register on the EcoVadis platform this year, 96% suppliers registered, and 61% suppliers completed their assessment. After evaluating the rating and scorecard, the suppliers with a lower rating are encouraged to improve their performance.Borr Drilling has also registered with the EcoVadis platform to be rated. We are proud to have received a silver rating for our sustainability performance, which EcoVadis awards only to the top 25% of performers.In 2021 we aim to invite a more extensive selection of suppliers to register on EcoVadis and be assessed, conduct onsite audits of selected suppliers as required, and roll out our Anti-Bribery and Anti-Corruption training for Suppliers.            20  Integrating Sustainability  Environment People  Safety  Governance  Data 

 COMMUNITY ENGAGEMENTHIRING LOCAL VENDORSAt Borr Drilling, we aim to contribute to the local communities’ economic growth in the regions we operate. Wherever possible, we hire local vendors for the supply of material and services. Also, the vendor registration process drives our suppliers’ awareness of modern slavery, human rights, and ethical business practices through our Code of conduct.Borr Drilling’s suppliers are distributed over all regions of operations, such as Mexico (296), Africa (268), Asia (315), and North Sea (395). By the end of 2020, there were 1,274 active suppliers for parts and services. The volume of suppliers in each of these regions is susceptible to change depending on our operational activity.INITIATIVES BY REGIONAL TEAMSFurther to the above initiatives, Borr Drilling Regional teams also contributed to local communities’ causes. In Nigeria, the Regional team donated household items to children and staff of the Living Fountain Orphanage.  While operating in Vietnam, our Idun rig team donated items to an orphanage that cares for children abandoned at birth, many with mental and physical disabilities. They donated items such as TVs for education and entertainment and clothing for the children and support staff. The Rig Manager said: “It was one of the most worthy thing I have done. The children at the orphanage have so little and yet appear so happy. This is testament to the care they are receiving, and the fact that we could assist with this was very humbling.”      21  Integrating Sustainability  Environment  People  Safety  Governance  Data 

                       PERFORMANCE DATA2020 2019                  ENVIRONMENTAL          EMISSIONS TO AIR          Carbon Dioxide (CO2 )  tonnes  160,385  147,427  102,799  Methane (CH4)  tonnes  41  37.7  26.0  Nitrous Oxide (N2O) tonnes    2,161  1,990  1,362  Sulphur Oxidies (SOx) tonnes 443.3      2,367.9  1,376.2  2018  PEOPLE  Number of WorkforceFemale in Workforce (FTE & Contracted)Offshore Positions Onshore PositionsPercentage Females on Board of Directors  %%%%  1,34540.33240  1,9354.40.33129  1,2434.71380  SAFETY  FatalitiesLost Time Injury Frequency (LTIF)Total Recordable Incident Frequency (TRIF)  00.831.66  00.912.12  00.621.55  GREENHOUSE GAS (GHG) EMISSIONS (CO2 EQUIVALENT)  Direct GHG emissions (scope 1 GHG Protocol)  tonnes  163,678  150,448  104,952  Total energy consumption  MWh  597,797  550,119  385,064  GHG EMISSION INDICES          Energy Intensity - Total Revenue (per dollar)    0.00053  0.00045  0.00064  Worked hours Intensity - per person 1000 hours work    27.14  22.73  32.65  Indirect GHG emissions (scope 2 GHG Protocol) tonnes  163  347  1,266  •  Total GHG Emission tonnes  163,841  150,795  106,218    ENERGY CONSUMPTION        •  Marine Gas Oil Consumed tonnes  50,025  40,901  31,664    Electricity Usage MWh  275  875  2,852                              2020  2019  2018  ENVIRONMENTAL  UNPLANNED SPILLS TO SEA  Spills > 1 M3Spill between 0.1 M3 and 1 M3  20  02  01  WASTE  Total Hazardous Total Non-Hazardous Overall Total  tonnes 793tonnes 891tonnes 1,684  1,0831,4972,580  5348301,377  NOTES ON PERFORMANCE DATA  PEOPLENumber of workforces includes full time and contracted employees.Minor adjustments done to 2019 total headcount and female % for onshore and offshore position.Increase in % of female in the Board is due to reduction of members from 7 to 5.SAFETYLTIF is calculated based on total of Lost Time Incidents and Fatalities per million manhours divided by Total manhours worked by all personnel on Board.TRIF is calculated based on Total Recordable Incidents per million working hours divided by Total manhours worked by all personnel on board the rig. (Recordable Incidents include Medical Treatment Case, Restricted Work Case, Lost Time Incident and Fatalities)ENVIRONMENTAL GHG EMISSIONSEmissions are calculated based on fuel consumption and emission factor by emission type.Energy Intensity - Ratio of Total revenue and Total GHG emissions (Scope 1 and 2), expressed in US dollars.  Worked Hours Intensity – Ratio of Total number worked hours and Total GHG emissions (Scope 1 and 2), expressed as tonnes CO2 eq per 1000 hours worked.Scope 1 GHG emission include direct emission from engines and small proportion from rig air-conditioning units. The IPIECA Guidance sets the boundary of Drilling Contractor’s Scope 1 emissions as fuel burned on the rig and refrigeration.Scope 2 GHG emissions include indirect emission through electricity usage in offices.GHG emissions are calculated in accordance with the GHG Protocol Corporate Accounting and International Petroleum Industry Environmental Conservation Associations (IPIECA) Oil and Gas Industry Guidance on Voluntary Sustainability Reporting.SOx calculation is based on low Sulphur fuel (0.5%m/m sulphur) as per new rules introduced by the International Maritime Organization (IMO) in January 2020, and 0.1% in North Sea area.UNPLANNED SPILLS TO SEAThis includes unplanned spills of hydrocarbons and operational chemicals to sea during rig operations.      22  Integrating Sustainability  Environment  People  Safety  Governance  Data 

     COLOPHON  EDITORIAL AND TEXTBhagyashree Induchudan & Thomas Brun Sunde, Borr DrillingCONCEPT, TEXT AND DESIGNDanielle Gruijs & Jacqueline Wissing, Springfish (NL)  CORPORATE OFFICEBorr Drilling Management (UK) Ltd. 20 North Audley StreetW1K 6LX London United Kingdom            PHOTOGRAPHYBorr Drilling Limited,Malcolm Davis, Uliyemi T. Lucky, Shutterstock  REGISTERED OFFICEBorr Drilling LimitedS.E. Pearman Building, 2nd Fl, 9 Par-la-Ville Road,Hamilton HM11, Bermuda  www.borrdrilling.com  23  Integrating Sustainability  Environment  People  Safety  Governance  Data  DISCLAIMERThis report includes forward looking statements, which do not reflect historical facts and may be identified by words such as “plan”, “may”, “believe”, “continue”, “estimate”, “expect”, “intends”, “should”, “will” and similar expressions and include statements relating to our corporate strategy, the impact of COVID-19, key initiatives, our sustainability goals, milestones, ambitions and plans including those relating to workforce, safety, governance and environment and other non-historical statements. Such forward-looking statements are subject to risks, uncertainties, contingencies and other factors could cause actual events to differ materially from the expectations expressed or implied by the forward-looking statements included herein, including risks related to our business and industry, the impact of the COVID-19 outbreak and other factors described in the section entitled “Risk Factors” in our filings with the Securities and Exchange Commission. Such risks, uncertainties, contingencies and other factors could cause actual events to differ materially from the expectations expressed or implied by the forward-looking statements included herein. These forward-looking statements are made only as of the date of this release. We do not undertake to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.   

EX-99.3

Exhibit 99.3

CORPORATE GOVERNANCE REPORT

Borr Drilling Limited (the “Company”) is organized and existing under the laws of Bermuda and the corporate governance principles applicable to it are set out in the Bermuda Companies Act 1981, the Company’s bye-laws (the "Bye-Laws") and its memorandum of association.

The Company’s shares are listed on the New York Stock Exchange (“NYSE”) but as a foreign private issuer, the Company may follow home country corporate governance practices instead of certain of NYSE’s requirements. Pursuant to Section 303.A.11 of the NYSE Listed Company Manual, we provide a statement of the significant differences between our corporate governance practices and the NYSE standards applicable to listed U.S. companies. This is available in our Annual Report on Form 20-F

The Company’s depository receipts are also listed on the Oslo Stock Exchange (the "OSE"), and is therefore subject to Norwegian Securities Trading Act and the Norwegian Stock Exchange Regulations, both of which are relevant to the Company’s corporate governance. In the following is a report on our principles and practice in respect of corporate governance pursuant to Section 3-3b of the Norwegian Accounting Act and Section 5-7, third paragraph, of the Securities Trading Regulations.

Implementation and Reporting on Corporate Governance

Responsibility for the overall corporate governance policy of the Company sits with the Board of Directors (the “Board”).

In defining this policy, the Board has observed the requirements set out in applicable laws, relevant recommendations and specific requirements arising from the Company's business activities. The Company recognises that the Norwegian Code of Practice for Corporate Governance of 17 October 2018 (available at www.nues.no, the "Code") represents an important standard and promotes principles aimed at strengthening confidence among shareholders of OSE listed companies.  Most of the principles and recommendations in the Code are included in the Company's corporate governance policy. There are, however, some areas where the Company's governance principles differ from those of the Code, primarily due to differences between the Bermuda Companies Act and/or the Bye-Laws and the Norwegian Public Limited Companies Act.  Adherence to the Code is based on the principle that companies comply or explain why it has chosen an alternative approach.  We comply with the Code unless specifically stated below.

The Board has codified certain corporate governance principles in a "Code of Conduct," which emphasises our zero tolerance approach to corruption and sets out the standards of ethics and good business practice which we require our employees, consultants and others working in the Company and its subsidiaries (the "Borr Group") to adhere to.

The Code of Conduct and the Company’s Corporate Governance Guidelines are available on the Company's website.

Business

The Company’s memorandum of association describes the Company’s objects for which the Company was formed as unrestricted. This deviates from the recommendation in the Code that the business should be clearly described but it meets the requirements of the Bermuda Companies Act.

As recommended by the Code, the Board leads the Company’s strategic planning and makes decisions which form a basis for the Company’ executive management to implement clear objectives, strategies and risk profiles for the business activities of the Company to create value for shareholders. These objectives, strategies and risk profiles are communicated to the market and reviewed regularly, and at least annually, by the Board.

Equity and Dividends

The Board strives to optimize the capital structure of the Company and strike an optimal balance between debt and equity, assessing and managing the risks associated with these. The Company is not required to call a general meeting to report on the Company’s financial condition or measures proposed to rectify any fall in equity value which differs from the Norwegian Public Limited Company’s Act (“ASAL”) (which does not apply to the Company).

Under the Bye-Laws, the Board may declare dividends and distributions without the approval of the shareholders in general meetings. This differs from the recommendation in the Code that such a mandate be explained and be based on the company’s dividend policy.

The Company’s aim is to provide its shareholders with a competitive return on their investment through a positive development in the price of the Company’s shares and, when the Company’s profits so allow, dividends to its shareholders.

The Company’s shareholders may, by way of a resolution in a general meeting of all shareholders (a “General Meeting”) increase the Company’s authorized share capital, reduce the authorized share capital (by reducing the number of unissued but authorized shares) and increase or reduce the issued share capital. The procedures for this are set out in the Bye-Laws and the Bermuda Companies Act.

The Board has, under Bermuda law, wide powers to issue authorized but unissued shares in the Company. The Board is also authorized in the Bye-Laws to purchase the Company’s shares and hold these in treasury. These powers are not restricted to any specific purposes nor to a specific period as the Code recommends.

Equitable treatment of shareholders and transactions with close associates

The Company has only one class of shares. Each share carries one vote. All shares have equal rights. All shares have a right to participate in General Meetings. Each of the depository receipts listed on OSE represents the beneficial interest in one of these shares. Holders of the depository receipts listed on OSE must use their shareholders’ rights indirectly through the VPS registrar, currently DNB Bank ASA, Global Companies Registrars Section.

Under the Bermuda Companies Act, no shareholder has a pre-emptive right to subscribe for new shares in a limited company unless (and only to the extent that) the right is expressly granted to the shareholder under the bye-laws of such company or under any contract between the shareholder and such company. The Bye-Laws do not provide for pre-emptive rights.

The Board aims to only transact in the Company’s securities at their market value (as reflected in the share price quoted on the OSE or the NYSE from time to time).

Members of the Board (each a "Director") and the Company's senior management shall notify the Board if they have any material interest, whether direct or indirect, in any transaction which the Borr Group intends to conclude.

Following these guidelines, any Directors and/or member of the Company's senior management who have an interest in any such transaction shall always refrain from participating in the discussions on whether to conclude such transaction or not in the relevant corporate bodies in the Borr Group.

Further, the Board shall always consider whether it is appropriate to obtain an independent third-party valuation of the object of any material transaction between the Company and any of its close associates.

Shares and Negotiability

The Bye-Laws requires the Board to decline to register a transfer of the Company's shares in a situation where the Board is of the opinion that such transfer might breach any applicable law or requirement of any authority or stock exchange until it has received such evidence as it needs to satisfy itself that no such breach will occur.

Save as provided above, the Company does not limit any party's ability to own, trade or vote for shares in the Company.

General meetings

The Code requires that the Board should ensure that the Company’s shareholders can participate in the General Meeting and the commentary makes reference to the provisions of ASAL which require notice of general meetings, (including any supporting documents for the resolutions to be considered therein) be made available on the Company's website no later than 21 days prior to the date of the General Meeting.

The Bye-Laws reflect Bermuda law which permits notice to be given no less than 7 days (excluding the day on which the notice is served and the day on which the General Meeting to which it relates is to be held) prior to a General Meeting.

The Board aspires to maintain good relations with its shareholders and potential investors in its securities, and to have an investor relation policy which complies with the OSE's Code of Practice for Investor Relations and the requirements of the NYSE.

The Board seeks to ensure that as many shareholders as possible are able to participate in the General Meetings. To achieve a high rate of shareholder attendance therein the Company:

• publicly announces, the place, date and time of each General Meeting as early as possible, and at the latest seven days in advance thereof;

• publicly announces the record date for each General Meeting at least ten days in advance thereof;

• provides sufficient supporting documentation for any resolution proposed to be made at a General Meeting in order for the shareholders to prepare;

• ensures that any registration deadline is set as close to the General Meeting as possible;

• ensures that the shareholders may vote for each individual matter, including on each individual candidate nominated for election or re-election to the Board;

• provides a proxy form to give shareholders who cannot meet in person the opportunity to vote;

• makes Directors and the Chairman of the Nominating and Corporate Governance Committee available for attendance at the General Meeting.

Nominating and Corporate Governance Committee

The Code recommends that the Company has a nomination committee and, although the Company is not obliged by Bermuda law to establish a nomination committee. This is not laid down in the Bye-Laws. It is the Board and not the General Meeting which agrees the charter setting out the duties of the nomination committee and which elects the committee and remuneration of the nomination committee. This deviates from the Code.

Board: composition and independence

We consider that the composition of the Board is such that it attends to the common interests of all shareholders and meets the company’s need for expertise, capacity and diversity while seeking a group which can function effectively as a collegiate body.

Our Board is structured to ensure that it can operate independently of any special interests and the majority of our Board is independent of our executive management team and the Company’s material business contacts.  Two or more of the members of the Board are independent of the Company’s main shareholders.

As of today, the Board consist of:

Pål Kibsgaard, Chairman, Compensation Committee Member and Nominating and Governance Committee Member

Tor Olav Trøim, Deputy Chairman

Kate Blankenship, Director, Chair of Audit Committee and Compensation Committee

Neil Glass, Director, Nominating and Governance Committee, Chairperson and Audit Committee Member

Georgina Sousa, Director and Secretary

The Board will, in accordance with normal procedures for Bermuda companies, elect its chairman. This differs from the recommendation in the Code that the General Meeting shall elect the chairman of the Board.

The Directors shall, subject to applicable law and the Bye-Laws, hold office until the first General Meeting following such Director’s election. The Directors may be re-elected.

Directors stand for re-election at each annual general meeting but there is no limit on the term of office. This is a deviation from the Code.

We include details of the qualifications and experience of our directors in our annual report filed on form 20-F as well as identifying whether they are independent.  Details of the qualifications and experience the Directors are also available on the Company’s website

We do not provide a detailed record of attendance at board meetings and this is a deviation from the recommendation of the Code.

Directors are encouraged but not required to own shares in the Company.

According to the Bye-Laws the Board shall consist of not less than two Directors. Currently the Board consists of seven Directors.

The work of the Board

The Code recommends that the Board develops and approves written guidelines for its own work as well as the work of the Borr Group's senior managers with particular emphasis on establishing clear internal allocation of responsibilities and duties.

The Bermuda Companies Act does not require the Board to prepare such guidelines. The Board is of the opinion that there are no reasons to issue such guidelines at present.

In accordance with Bermuda law, the Board ensures that members of the Board and executive personnel make the company aware of any material interests that they may have in items to be considered by the Board.

In order to ensure a more independent consideration of matters of a material nature in which the Chairman of the Board is, or has been, personally involved, the board’s consideration of such matters will usually be chaired by some other member of the Board.

The Company has an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. The Board considers that all of the members of these Committees have relevant expertise and experience and that they are independent of executive management and shareholders. Details are set out in the annual report and on the Company’s website.

The Board evaluates its performance and expertise of the directors on an annual basis.

Risk management and internal control

The Board is focused on ensuring that the Borr Group's business practices are sound and that adequate internal control routines are in place. The Board continuously assesses the possible consequences of and the risks related to the Borr Group’s operations.

The Company is committed to protecting the health and safety of all of the Borr Group's employees and contractors in all their activities for the Borr Group and is committed to ensure generally accepted QHSE principles are integrated in everything the Borr Group does.

The Board supervises the Company’s internal control systems. These covers both the Borr Group's operations and its guidelines for ethical conduct and social responsibility.

In addition, the Board supervises Management’s processes and controls governing the Internal Control over Financial Reporting, to ensure the accuracy and timeliness of Management’s reporting to shareholders and the Market on matters pertaining to the Company’s primary financial statements (Statements of Operations, Balance Sheets and Statements of Cash Flows).

The Company was established in 2016 and has since that time experienced significant expansion, especially during 2018 when the company acquired Paragon Offshore Limited and shortly thereafter proceeded with a rationalization program. This growth, combined with the loss of historically significant individuals and relationships in the legacy Paragon business, resulted in too few resources to adequately follow and maintain our accounting processes, and constrained our ability to deploy additional capacity with which to address compliance with internal controls over financial reporting.

In connection with the audits of our consolidated financial statements as of and for the years ended December 31, 2018, 2019 and 2020, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting. If we fail to develop and maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud.

In accordance with reporting requirements, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The material weakness identified relates to lack of sufficient competent financial reporting and accounting personnel to prepare and review our consolidated financial statements and related disclosures in accordance with U.S. GAAP and financial reporting requirements. Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control for purposes of identifying and reporting any material weakness in our internal control over financial reporting. Had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of the effectiveness of our internal control over financial reporting, additional material weaknesses may have been identified.

To remedy our identified material weakness, we disclosed in our Form 20-F for the year ended December 31, 2019 further steps which were taken to strengthen our internal control over financial reporting, which included: (i) engaging external third parties to assist with the implementation of our new internal control framework; (ii) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel; and (iii) hiring more qualified personnel to strengthen the financial reporting function and to improve the financial and systems control framework, however, the identified material weakness has not been fully remediated.

In 2020, due to the impact of COVID-19 on our operational and financial performance, we were unable to hire additional qualified personnel to strengthen the financial reporting function and improve the financial and systems control framework through increased segregation of duties.

Based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission we have implemented and continue to implement control procedures to strengthen our internal control over financial reporting. Specifically, subsequent to December 31, 2020, Management is in the process of reviewing, and where necessary, modifying controls and procedures throughout the Company and we plan to address deficiencies identified during 2021, subject to the economic uncertainty at this time, the impact of the COVID-19 pandemic and the constraints on the re-allocation of current resources.

Remuneration of the Board

The remuneration of the Directors is set by the General Meeting. The Company may, on occasion, pay Directors their fee in the Company's shares and/or grant Directors options under the Company's share option scheme.

Section 11 of the Code requires that Directors should not take on specific assignments for the Company in addition to their appointment as Directors.

The Company will not refrain from engaging Directors for specific assignments for the Company if such engagement is considered beneficial to the Company. This differs from the recommendation in the Code. However, such assignments will be disclosed to the Board and the Board shall approve the assignment, as well as the remuneration.

Remuneration of Executive Personnel

The remuneration of the Borr Group's Chief Executive Officer and Chief Financial Officer is based on three components. The first component is each individual’s fixed salary. This is set based on the individual’s position and responsibility and the international salary level for comparable positions and local compensation such as housing allowance and mandatory pension payments.

The second component is a variable, discretionary bonus. Bonuses will be granted based on the performance of the Borr Group as a whole and each individual in relation to targets set annually.

The third component is a share option scheme or other long term incentive programme which may be established by the Company where share options can be issued to senior managers in the Borr Group.

The Code recommends that guidelines for the remuneration of executive personnel are prepared and approved by the General Meeting. Such guidelines should set forth an absolute limit to performance related remuneration. The Borr Group's remuneration policy does not require such a procedure, nor does it contain any such limit. This differs from the recommendation in the Code.

The Bye-Laws permits the Board to issue share options to the Company's employees, including members of the Borr Group's senior management team, without requiring that the General Meeting approves the number of options granted or the terms and conditions of such. In addition, the share option scheme is an incentive program.

Information and communications

The Company is committed to provide information on its financial situation, ongoing projects and other circumstances relevant for the valuation of the Company’s shares to the financial markets on a regular basis.

The Company is also committed to disclose all information necessary to assess the value of its share on its web site. Interested parties will find the Company’s latest news releases, financial calendar, company presentations, share and shareholder information, information about analyst coverage and other relevant information here.

Such information may also be found on the website of the OSE  (https://newsweb.oslobors.no/) and NYSE (www.nyse.com)

Information to the Company’s shareholders shall be published on the Company’s website at the same time as it is sent to the shareholders.

Take-overs

The Board has approved the following guidelines which will be applicable in the event a general offer is made for its shares.

In such an event, the Board will seek to ensure that the Company’s business activities are not disrupted unnecessarily. The Board will, furthermore, strive to ensure that shareholders are given sufficient information and time to form a view of the terms of such offer.

The Board will not pass any resolutions with the intention of obstructing the completion of any take-over offer unless this is approved by the General Meeting following the announcement of such offer.

If a take-over offer is made, the Board will issue a statement on its merits in accordance with statutory requirements and the recommendations in the Code.

The Board will consider obtaining a valuation of the Company's equity capital from an independent expert if a take-over offer is made in order to provide guidance to its shareholders as to whether to accept such offer or not.

Any transaction that is in effect a disposal of all of the Company's activities will be submitted to the General Meeting for its approval.

Auditor

The Audit Committee of the Board will, each year, agree a plan for the audit of the Borr Drilling Limited consolidated financial statements with its auditor. The Audit Committee will furthermore interact regularly with the auditor within the scope of this plan.

The current incumbent auditors are PricewaterhouseCoopers LLP, 1 Harefield Road, Uxbridge Middlesex, UB8 1EX