Icon Energy Annual Report 2019

13 Icon Energy Annual Report 2019 −− In accordance with ASX listing rules and individual Director Service Agreements with the Company, no Director, except the Managing Director, shall hold office for a period in excess of three years, or past the third Annual General Meeting following the Director’s appointment, whichever is the longer, without submitting themselves for re- election. At every Annual General Meeting one third of the Directors, or if their number is not a multiple of three, then the number nearest to but not exceeding one third shall retire from office and be eligible for re-election. All relevant information in relation to the re-election of a Director to be determined at an Annual General Meeting is set out in the Notice of Meeting and Explanatory Statements for all shareholders; −− In accordance with the Constitution of the Company, the Board comprises of at least three Directors; −− As at 30 June 2019 five of the six Company Directors were Fellows of and participated in information sessions through the Australian Institute of Company Directors. A copy of the Company’s Board Charter and the Role of Management can be found in the Corporate Governance Section of the Company’s website. Independence of Non-executive Directors The Board considers an Independent Director to be a Non- executive Director who meets the criteria for independence included in the Australian Securities Exchange’s ( ASX ) Corporate Governance Council’s Corporate Governance Principles and Recommendations ( ASX Principles ). The Board has determined that Messrs Stephen Barry, Derek Murphy, Howard Lu and Dr Keith Hilless meet the definition of an “independent director” as set out in the ASX Principles. Independent Professional Advice The Directors are entitled to seek independent professional advice at the Company’s expense if required in the performance of their duties. The Directors are entitled to direct access to employees and Company advisers as may be required. Board Committees Two Committees of the Board have been formed to consider and make recommendations to the Board on important areas of decision making. These Committees are the Audit and Risk Management Committee and the Remuneration, Nominations and Succession Committee. Additional committees may be formed if the Board sees a need for them. In September 2019, all Non-executive Directors were invited to stand for appointment or reappointment for each Committee. Members of the two standing Committees were appointed on 26 September 2019 as follows: Audit and Risk Management Committee Keith Hilless AM (Chairman, Non-executive Director), Stephen Barry (Non-executive Director) Remuneration, Nominations and Succession Committee Stephen Barry (Chairman, Non-executive Director), Keith Hilless AM (Non-executive Director) Board and Committee Members and Meetings Currently the Board of Directors consists of three independent Directors and the Managing Director, following the retirement of the fourth independent director and the second Executive Director since 31 August 2019. The Audit and Risk Management Committee now comprises two independent Non-executive Directors having experience and expertise in financial matters. The Chairman of the Audit and Risk Committee is Dr Keith Hilless, an independent Non-executive Director. The Remuneration, Nominations and Succession Committee consists of two independent Non-executive Directors, due to the small size of the Company although there was only one member of a committee namely Mr Barry in the period following Mr Murphy’s retirement on 31 August 2019 until the appointment of new committee members on 26 September 2019. The Company Chairman is also the Chairman of the Remuneration, Nominations and Succession Committee. Details of the number of Board and Committee meetings held during the reporting period and their attendees are set out in the Directors’ Report. In addition, details of the qualifications and experience of each Board and Committee member are set out in the Directors’ Report. The period of office held by each Director is also set out in the Directors’ Report. Audit and Risk Management Committee The purpose of the Committee is to assist the Board in its oversight of: −− The effectiveness of the systems of financial risk management, governance and internal control; −− The integrity of the Group’s financial reporting; −− The integrity of the external audit process, including appointment, performance and independence of the external auditor; and −− Identification of potential risks and the review of the Company’s risk management system. 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.