Icon Energy Annual Report 2019

17 Icon Energy Annual Report 2019 Under its charter, the Audit and Risk Management Committee is responsible for: −− Monitoring the establishment and implementation by management of the Company’s risk management system; −− Monitoring the effectiveness of the systems of financial risk management, governance and internal control; −− Endorsing a Risk Management Policy which describes the manner in which both risk and the opportunity are identified, assessed, monitored and managed, including how: –– Significant decisions affecting and changes to the business are subject to risk assessment; –– Any operational incidents are to be analysed in order to learn from them and successes reviewed in order to repeat them; –– All acquisitions and divestments of assets are subject to assessment and management; –– Risks and associated control systems are regularly reviewed; and –– Performance against risk management plans is monitored and reported upon to the Board. The Managing Director regularly reports to the Board on the effectiveness of the Company’s management of material operational and business risks. The Board has also received assurance from the Managing Director, Chief Financial Officer and Company Secretary that: −− The declaration provided in accordance with section 295A of the Corporations Act 2001 is founded on a sound system of risk management and internal control; and −− The system is operating effectively in all material aspects in relation to financial reporting risks. The Company’s Enterprise-wide Risk Management Policy and Crisis Management Policy which encapsulates the Company’s management of material business risks, including economic, environmental, social sustainability and operational risks, can be found in the Corporate Governance section of the Company’s website. Continuous Disclosure The Board has in place a Disclosure and Communications Policy that is available under the Corporate Governance section on the Company’s website. The Disclosure and Communications Policy defines the legal and regulatory obligations, materiality guidelines and reporting process, and is designed to ensure compliance with the continuous and periodic disclosure obligations under the Corporations Act 2001 and ASX Listing Rules. Responsibility for meeting ASX disclosure requirements and accountability for compliance rests primarily with the Company Secretary. The Company conducts regular briefings with all staff to ensure they understand the Company’s continuous disclosure obligations, and their role in fulfilling them. The Board reviews continuous disclosure matters, if any, at each Board meeting. Copies of Icon Energy Limited’s releases to the ASX, investor presentations and Annual Reports are available on the Company’s website. Shareholder Communication The Disclosure and Communications Policy sets out the manner in which Icon Energy promotes communication with shareholders and other key stakeholders. The Board of Directors ensures that shareholders are fully informed as to any significant Group developments which are generally communicated through: −− Continuous disclosure to the ASX; −− Email broadcast of all ASX announcements to all email alert subscribers from the Company’s website; −− Company’s website information updates on all activities; −− Annual reports to shareholders; −− Half-yearly financial reports lodged with the ASX; −− Quarterly reports; − Notices of shareholder meetings and explanatory notes. Copies of the above documents are published on the Company’s website: www.iconenergy.com. Shareholders are encouraged to contact the Company’s office if they have any questions on the Company’s affairs and participate in the Annual General Meeting by attending and asking questions of the Company’s Directors. The Company’s external auditors attend the Annual General Meeting each year and any security holder questions are invited by the Chair to be asked at the meeting. A copy of the Disclosure and Communications Policy can be found in the Corporate Governance Section of the Company’s website. ASX Corporate Governance Council Principles and Recommendations The ASX Corporate Governance Council has recognised that its corporate governance principles and recommendations do not represent a “one size fits all” solution. Icon Energy has considered and, where appropriate, applied the ASX Corporate Governance Recommendations. The following table shows that Icon Energy has adopted all of the ASX Corporate Governance Recommendations, with the exception of Recommendation 8.1(a)(1) which recommends that Remuneration Committees comprise at least three members. The Board of Directors has formed the view that it is more practical for a Company the size of Icon Energy to have a Committee of at least two independent Directors, rather than three Directors.