Icon Energy Annual Report 2022 9 − The expertise of the Board encompasses the establishment of management strategy and monitoring achievement of these strategies; − The Chairman of the Board is a Non-executive Director. The Chairman has the casting vote in all Board decisions; − The Board comprises of Non-executive Directors. Currently the Board comprises of three Non- executive Directors and has no executive Directors; − If a Board vacancy exists or where the Board considers that an additional Director is required, that appointment would be made from persons who possess the appropriate expertise, skills and sufficient time as determined by the Board. The Remuneration, Nominations and Succession Committee reviews the composition of the Board on a regular basis and conducts a skills gap analysis as part of the exercise to ensure the Board has the right balance of requisite skills and experience; − 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 reelection. All relevant information in relation to the reelection 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 2022 all three were Fellows of the Australia Institute of Company Directors and participated in information sessions throughout the year. The Board has adopted a Board Skills Matrix that sets out the mix of skills, knowledge, experience, personal attributes, and other criteria that the Board currently has and those that the board is looking to achieve in its Board membership. The Board has completed a formal assessment of each of its directors against the Skills Matrix. The Board Skill Matrix below demonstrates the collective skills and experience of the Directors in the office at the end of 2022. Skill area Directors Board and executive experience ✓ Strategy ✓ Financial/accounting ✓ Risk management and compliance ✓ Corporate governance ✓ Legal ✓ Capital management ✓ Information technology ✓ HSE and sustainability ✓ Industry experience ✓ Public policy and government relations ✓ The Directors believe that the Board collectively currently has the appropriate skills and knowledge required to effectively govern and direct a company of this size. The skills mix in the matrix and board diversity will be under review regularly as part of the continual board review process. The Board encourages the Directors to continue their education and training by attending external training and education to maintain the skills and knowledge needed to perform their roles as Directors effectively. The Company Secretary is accountable directly to the Board, through the chair, on all matters to do with the proper functioning of the Board. 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 CorporateGovernancePrinciples andRecommendations (ASX Principles). The Board has determined that Messrs Stephen Barry and Dr Keith Hilless meet the definition of an “independent director” as set out in the ASX Principles. Therefore, the Board is chaired by and comprises a majority of independent Non-executive Directors. Directors must declare if any conflict of interest arises at the Board meetings. The Director does not participate in any Board discussion or vote in relation to a matter where a material personal interest arises in respect of that matter unless the Corporations Act 2001 prescribes to do otherwise.