10 Icon Energy Annual Report 2023 continued Corporate Governance Statement 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. As at 30 June 2023, members of the two standing Committees were as follows: Audit and Risk Management Committee Jeffrey Marvin (Chairman, independent Non-executive Director), Stephen Barry (independent Non-executive Director) Remuneration, Nominations and Succession Committee Stephen Barry (Chairman, independent Non-executive Director), Jeffrey Marvin (independent Non-executive Director) Since the end of the reporting period, all Non-executive Directors were invited to stand for appointment or reappointment for each Committee. Members of the two standing Committees were appointed on 22 September 2023 as follows: Audit and Risk Management Committee Raymond James (Chairman, Non-executive Director), Peter Wilson (independent Non-executive Director) Remuneration, Nominations and Succession Committee Peter Wilson (Chairman, independent Non-executive Director), Raymond James (Non-executive Director) 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. 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.