Icon Energy Annual Report 2023 7 ROLE OF MANAGEMENT Through the Managing Director, the Board has delegated the following key functions to senior executives: − The recommendation of Icon Energy’s business, operational and corporate strategy to the Board for approval and following their approval, implementation; − The day to day responsibility for complying with all laws and regulations relevant to Icon Energy’s operations and business activities; − The achievement of the corporate objectives set by the Board; − The development and implementation of the Company’s policies and procedures (including risk management and internal control processes); and − The engagement of suitable staff and contractors so as to effectively discharge the Company’s obligations and various strategic, operational and business objectives; − Provide timely presentation of information to the Board to enable the Board to fulfil its responsibilities. A copy of the Company’s Board Charter and the Role of Management can be found in the Corporate Governance Section of the Company’s website. BOARD COMPOSITION At 30 June 2023, the Board comprised three Directors: three Non-executive Directors, two of whom were independent. − Due diligence conducted prior to the appointment of each Directors has ensured that the Company’s Board is comprised of Directors who have a broad cross-section of experience in the fossil fuel exploration/production industry both in Australia and overseas, have general management and business development experience or legal or financial experience; − The expertise of the Board encompasses the establishment of management strategy and monitoring achievement of these strategies; − The Chairman has the casting vote in all Board decisions; − If a Board vacancy exists or where the Board considers that an additional Director is required, that appointment would be made from persons who possess the appropriate expertise, skills and sufficient time as determined by the Board. The Remuneration, Nominations and Succession Committee reviews the composition of the Board on a regular basis and conducts a skills gap analysis as part of the exercise to ensure the Board has the right balance of requisite skills and experience; − In accordance with ASX listing rules and individual Director Service Agreements with the Company, no Director, except the Managing Director, shall hold office for a period in excess of three years, or past the third Annual General Meeting following the Director’s appointment, whichever is the longer, without submitting themselves for re-election. At every Annual General Meeting one third of the Directors, or if their number is not a multiple of three, then the number nearest to but not exceeding one third shall retire from office and be eligible for re-election. All relevant information in relation to the re-election of a Director to be determined at an Annual General Meeting is set out in the Notice of Meeting and Explanatory Statements for all shareholders.
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