Icon Energy Limited Annual Report 2016

CORPORATE GOVERNANCE STATEMENT 14 ICON ENERGY ANNUAL REPORT 2016 CORPORATE GOVERNANCE STATEMENT SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT This statement outlines Icon Energy’s Corporate Governance practices that were in place during the financial year. ROLE OF THE BOARD The Board of Directors of Icon Energy is responsible for the overall corporate governance of the group and oversees the Company’s business and management for the benefit of shareholders and sets out to achieve this objective by: − Establishing corporate governance and ethical standards; − Maximising shareholder value by setting objectives and goals; − Appointing and where appropriate, removing the Managing Director and monitoring the Managing Director’s performance; − Appointing and where appropriate, removing the Company Secretary and monitoring and holding to account through the direct monitoring of the Company Secretary’s performance; − Reviewing and ratifying systems of risk management and internal control, codes of conduct and legal compliance; − Reviewing and ensuring the appropriate composition of the Board; − Approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures; and − Approving and monitoring financial and other reporting. The Board has specifically reserved for its decision, the following matters: − The appointment of the Managing Director; − Approval of the structure of the direct reports to the Managing Director; − Approval of the overall strategy; − Approval of annual budgets of the business; − Delegation of authority; and − Formal determinations that are required by Icon Energy’s constitutional documents, by statute or by other external regulation. The Board maintains the right to make changes to the matters reserved for its decision, subject to the limitations imposed by the constitutional documents and the law. In particular, the Board has given authority to the Managing Director to achieve the corporate objectives. The Managing Director has the right to make decisions and take actions which, in the Managing Director’s judgment, are reasonable and are within the authority given by the Board. The Managing Director continues to be responsible to the Board for the delegated authority and for the performance of the business. The Board monitors the decisions and actions of the Managing Director to ensure that progress is being made towards the corporate objectives, within the authority it has delegated. The Board also oversees the performance of the Company through its Board Committees. The Managing Director is required to report on progress being made by the Company to the Board and key stakeholders. The Board and its Committees determine the nature and form of information required from the Managing Director, employees or external parties, including the external auditor. Openness and trust are encouraged between individual members of the Board and the Managing Director and other employees. This allows Directors to achieve a better understanding of the business. ROLE OF MANAGEMENT Through the Managing Director, the Board has delegated the following key functions to Senior Executives: − The recommendation of Icon Energy’s business, operational and corporate strategy to the Board for approval and following their approval, implementation; − The day to day responsibility for complying with all laws and regulations relevant to Icon Energy’s operations and business activities; − The achievement of the corporate objectives set by the Board; − The development and implementation of the Company’s policies and procedures (including risk management and internal control processes); and − The engagement of suitable staff and contractors so as to effectively discharge the Company’s obligations and various strategic, operational and business objectives. BOARD COMPOSITION The principles applied to the composition of the Board are: − Due diligence conducted prior to the appointment of each Director has ensured that the Company’s Board is comprised of Directors who have a broad cross-section of experience in the petroleum exploration/production industry both in Australia and overseas, have general management and business development experience or legal or financial experience; − The expertise of the Board encompasses the establishment of management strategy and monitoring achievement of these strategies; − The Chairman of the Board is a Non-executive Director. The Chairman has the casting vote in all Board decisions;