Icon Energy Limited Annual Report 2023

8 Icon Energy Annual Report 2023 Corporate Governance Statement continued 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 undertaken a review of all directors during the reporting period and determined the following: Director Name Position Independent? Length of Service (as at 30 June 2023) Mr Stephen Barry Chairman Yes 30 years (1) Mr Raymond James Non-Executive Director No 30 years Mr Keith Hilless Non-Executive Director Yes N/A (2) Mr Jeffrey Marvin Non-Executive Director Yes 0.25 years (3) (1) Mr Stephen Barry resigned from the position of Chairman and a member of the Board on 8 September 2023. (2) Mr Keith Hilless retired as a Director of the Company on 30 November 2022. (3) Mr Jeffrey Marvin was appointed as a Director on 31 March 2023. Mr Raymond James is not considered independent as he is a substantial shareholder of the Company. The Board had majority of independent directors for majority of the reporting period ended 30 June 2023. As at 30 June 2023 two of three directors were considered independent. Since the end of the reporting period: − Mr Peter Wilson was appointed as Non-Executive Director on 8 September 2023. Mr Wilson is considered to be independent by the Board. − Mr Jeffrey Marvin was appointed as Managing Director on 6 October 2023. Therefore, Mr Marvin became an Executive Director since 6 October 2023. 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. BOARD SKILLS 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.