Icon Energy Limited Annual Report 2016

CORPORATE GOVERNANCE STATEMENT continued 16 ICON ENERGY ANNUAL REPORT 2016 CORPORATE GOVERNANCE STATEMENT The Committee’s role is to report to the Board and provide appropriate advice and recommendations on matters relevant to its Charter in order to facilitate decision making by the Board. The Audit and Risk Management Committee has in place a formal charter which defines the Committee’s function, composition, mode of operation, authority and responsibilities. The Managing Director, Chief Financial Officer and External Auditor are invited to attend Committee meetings, at the discretion of the Committee. An Annual review of the Risk Management Framework is scheduled to be conducted on 22 November 2016. The Charter of the Audit and Risk Management Committee can be found in the Corporate Governance section on the Company’s website. REMUNERATION, NOMINATIONS AND SUCCESSION COMMITTEE While larger companies may allocate the responsibilities for remuneration, nominations and succession to separate committees, the Board has determined that a company of Icon Energy’s size is better served by having one Committee with responsibility for all of these functions. The Committee meets at least two times in each reporting year. The Remuneration, Nominations and Succession Committee reviews and makes recommendations to the Board on the following matters: − The appointment and performance of the Managing Director; − The remuneration structure for the Managing Director and other senior employees of the Company; − The Company’s recruitment, retention and termination policies and procedures for senior management; − Staff and executive incentive schemes; − Board performance assessment and skills analysis; − Board and management succession planning; and − Staff superannuation arrangements. The charter of the Remuneration, Nomination and Succession Committee can be found in the Corporate Governance Section on the Company’s website. BOARD AND SENIOR EXECUTIVE REMUNERATION Remuneration levels and terms of employment for Executive Directors and Senior Executives are formalised in individual Service Agreements. Details of the structure of and amounts paid to Non- executive Directors, Executive Directors and other Senior Executives are contained in the Remuneration Report which forms part of the Directors’ Report. The Remuneration Report also describes the nature of the relationship between the performance of Icon Energy and remuneration paid to Senior Executives. The Remuneration, Nomination and Succession Committee reviews the Company’s remuneration strategy and framework on an annual basis. At the 2010 AGM, the framework and rules for the Company’s Performance Rights Plan were approved by shareholders. The Plan framework and rules was renewed and approved by shareholders at the 2014 AGM. PERFORMANCE EVALUATION A formal performance evaluation of the Board, each Committee of the Board, the Chairman and individual Directors was undertaken during the reporting period. As part of that review, the Board reviewed its composition, skills and application of those skills, as well as Board procedures and practices to ensure it has the necessary skills and mechanisms to pursue the Company’s strategic objectives. The Managing Director and Senior Executives participate in annual performance reviews. Performance is measured against key performance indicators relevant to the Company’s strategic, operational and business objectives and to each of the Managing Director’s and Senior Executive’s specific roles. A performance evaluation for the Managing Director and Senior Executives was undertaken for the current reporting period in accordance with the process set by the Remuneration, Nomination and Succession Committee and as approved by the Board. A summary of the performance evaluation process can be viewed in the Corporate Governance section of the Company’s website. DIVERSITY A key goal of the Board and Management is to contribute positively to the success of the Company by promoting a high performance culture that draws on the diverse and relevant experience, skills, expertise, perspectives and the unique personal attributes of its Board members and employees. As an employer, we are committed to managing diversity by reflecting our Company values of respect, integrity, honesty and personal commitment in maintaining and valuing the differences a diverse workforce brings.