Icon Energy Limited Annual Report 2022

Corporate Governance Statement continued 10 Icon Energy Annual Report 2022 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. InOctober 2022, all Non-executive Directors were invited to stand for appointment or reappointment for each Committee. Members of the two standing Committees were appointed on 4 October 2022 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 The current Icon Energy Board of Directors consists of three Non-executive Directors, two of whom are independent Directors. The Audit and Risk Management Committee now comprises two independent Nonexecutive Directors having experience and expertise in financial matters. The Chairman of the Audit and Risk Committee is Dr Keith Hilless, an independent Nonexecutive Director. The Remuneration, Nominations and Succession Committee consists of two independent Non-executive Directors, due to the small size of the Company. 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. The Company does not have an internal audit function. The Audit and Risk Management Committee performs the review of the effectiveness of the Company’s risk management framework including internal controls annually. It last conducted review of the key identified risks for the Company on 22 October 2021 and will review these risks again in October 2022. The Charter of the Audit and Risk Management Committee can be found in the Corporate Governance section on the Company’s website. 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 theManagingDirector and other senior employees of the Company; − The Company’s recruitment, retention and termination policies and procedures for senior management;

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