Icon Energy Limited Annual Report 2016
CORPORATE GOVERNANCE STATEMENT continued 18 ICON ENERGY ANNUAL REPORT 2016 CODE OF CONDUCT AND ETHICS The standard of behaviour required of Icon Energy’s Directors and employees, as well as of contractors engaged to perform work on behalf of the Company requires: − Them to act in the best interest of the Company and create value for the Company’s shareholders and stakeholders; − Them to act honestly and with integrity and fairness in all dealings with each other and third parties; − Compliance with all laws and regulations which govern the group and its operations; and − Avoidance or management of conflicts of interest. The Company has a process in place for Directors, employees and third parties to report potential breaches of the Code of Conduct and Ethics. PRINCIPLES OF CONDUCT Further general principles of conduct under the Company’s Code of Conduct and Ethics, include: − Ethical and responsible business practices; − Sustainable development considerations and principles integrated into Company decision making; − Fostering economic growth and business development, generating government revenue, providing commercial returns to the industry and contributing to the wealth generated by Australia’s natural resource base; − Health, safety, environmental and community risk management strategies that are based on sound science, transparency and effective communication; − Continuously seeking opportunities to improve health, safety and environmental performance in addressing risks posed by our operations to employees, contractors, the public and the environment; − Contributing to the conservation of biodiversity and protection of the environment through responsible management of our operations and their impacts; − Fostering economic and social development of the communities in which we operate; − Respecting and protecting human rights and dignity at our operations and deal fairly with employees and others; − Openly and effectively engaging and reporting with our communities; and − Directors and Executives of the Company shall notify the Chairman or Managing Director before trading in the Company’s shares and shall not trade in the shares other than in accordance with the Company’s Share Trading Policy. TRADING IN THE COMPANY’S SECURITIES BY DIRECTORS AND EMPLOYEES The Board has a formal policy regarding trading in the securities of the Company by Directors and employees. The Company’s Share Trading Policy provides for specified periods (known as “Trading Windows”) in which share trading is permitted and blackout periods when trading is not permitted. All Icon Energy personnel not in possession of unpublished price-sensitive information may buy, sell or otherwise deal in Icon Energy’s securities during Trading Windows. A Trading Window is opened for a three week period commencing after: − The announcement of a Quarterly Report; − The announcement of the half yearly financial results; − The announcement of the annual financial results; − The holding of Icon Energy’s Annual General Meeting; − The Company issues a prospectus or a cleansing statement; or − As the Board otherwise determines. Under the Policy, Directors and Employees who wish to trade in the Company’s securities must seek prior clearance in writing from the Chairman (in the case of Directors) and the Managing Director (for the Chairman, Secretary or employees). The provisions of the Corporations Act 2001 and the Listing Rules of the ASX require advice to the ASX of any transactions by the Directors in the securities of the Company. IDENTIFICATION OF SIGNIFICANT BUSINESS RISK The Board receives comprehensive monthly management reports which enables Directors to identify emerging risk factors and monitor management’s response to these risks. MANAGEMENT OF ENTERPRISE AND OPERATIONAL RISK The Board has the responsibility for setting the Company’s Risk Management Policy. The Managing Director, in conjunction with senior executives, is responsible for the development, implementation and management of Icon Energy’s risk management and internal control framework. The Managing Director reports to the Board on the management of these functions, including as to the manner in which the Group’s material operational and business risks are being effectively managed. All Company policies and procedures were reviewed and updated where appropriate during the financial year. CORPORATE GOVERNANCE STATEMENT
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