Icon Energy Annual Report 2023 11 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 28 October 2022 and will review these risks again in October 2023. 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 the Managing Director and other senior employees of the Company; − The Company’s recruitment, retention and termination policies and procedures for senior management; − Staff and executive incentive schemes; − Board performance assessment and skills analysis; − Board and management succession planning; and − Staff superannuation arrangements. The charter of the Remuneration, Nomination and Succession Committee can be found in the Corporate Governance Section on the Company’s website. BOARD AND SENIOR EXECUTIVE REMUNERATION Remuneration levels and terms of employment for Executive Directors and Senior Executives are formalised in individual Service Agreements. Details of the structure of and amounts paid to Non-executive Directors, executive Directors and other Senior Executives are contained in the Remuneration Report which forms part of the Directors’ Report. The Remuneration Report also describes the nature of the relationship between the performance of Icon Energy and remuneration paid to Senior Executives. The Remuneration, Nomination and Succession Committee reviews the Company’s remuneration strategy and framework on an annual basis. PERFORMANCE EVALUATION A formal performance evaluation of the Board, each Committee of the Board, the Chairman and individual Directors was last completed on 30 August 2022. As part of that review, the Board reviewed its composition, skills and application of those skills, as well as Board procedures and practices to ensure it has the necessary skills and mechanisms to pursue the Company’s strategic objectives. The Board will be completing a formal performance evaluation of the Board, each Committee of the Board, the Chairman and individual Directors again in October 2023. The Senior Executives participate in annual performance reviews. Performance is measured against key performance indicators relevant to the Company’s strategic, operational and business objectives and to each of the Senior Executive’s specific roles. A performance evaluation for the senior executives was undertaken for the current reporting period in accordance with the process set by the Remuneration, Nomination and Succession Committee and as approved by the Board. A summary of the performance evaluation process can be viewed in the Corporate Governance section of the Company’s website.
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