Icon Energy Limited Annual Report 2017

CORPORATE GOVERNANCE STATEMENT continued 14 ICON ENERGY ANNUAL REPORT 2017 CORPORATE GOVERNANCE STATEMENT 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 once 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 on 23 August 2016. 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. The Company applies its Diversity Policy to all Icon Energy Limited’s Directors and employees, including contractors and consultants acting on the Company’s behalf. The Policy covers and includes the recruitment and selection process, terms and conditions of employment including pay, promotion, work assignment, and training as well as any other aspect of employment. Key principles of the Diversity Policy include: − We treat all employees, prospective employees, partners, contractors, consultants and suppliers fairly and equally; − We promote a corporate culture that values diversity and tolerates differences; − We recruit employees and Directors impartially from a diverse field of suitably qualified candidates; − Our recruitment process is designed to ensure that the best people are chosen for the right positions; and − We provide learning and development strategies and opportunities to develop skills and experience of employees for career advancement.