Icon Energy Limited Annual Report 2022

continued Corporate Governance Statement 14 Icon Energy Annual Report 2022 and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. The Company does not have any material risk exposure to environmental or social 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. The Company has an effective system to review and approve public documents that are not reviewed or audited by its external auditors. Copies of market sensitive announcements are circulated to the Board for approval prior to lodgment. The Company ensures that any new and substantive investor or analyst presentation is released on the ASX Markets Announcements Platform ahead of the presentation. 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, asking questions of the Company’s Directors and exercising their vote. In 2021, the Annual General Meeting was held virtually again due to the ongoing impact of COVID-19 pandemic. Shareholders were not able to attend the meeting in person, however, they were given an opportunity to attend virtually and ask questions of the Company’s Directors online and cast their votes. In addition. 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. The Company has adopted a process that every future resolution at an Annual General Meeting be decided by poll. A copy of the Disclosure and Communications Policy can be found in the Corporate Governance Section of the Company’s website. Information about Icon Energy Limited and its governance is available on the Company’s website, at www. i conene rgy. com/ i rm/content /co rpo r ate - governance.aspx?RID=319 The Company has provided the security holders with the option to receive communications from, and send communications to, the Company and its share registry electronically. 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 Recommendations 2.1(a)(1), 4.1(a)(1), 7.1(a)(1), 8.1(a)(1), which recommend that Committees have 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.