Icon Energy Annual Report 2024 13 2. REMUNERATION FRAMEWORK The Company’s Remuneration framework is designed to ensure: − Competitive Base Remuneration: Executive and senior managers receive base remuneration that is competitive and reflective of market-based levels; and − Performance-linked Incentives: Bonuses and other incentives are awarded to employees, executives and senior managers who perform well in their duties. Such incentives are subject to Board approval, and in the case of proposed issues of shares or other securities to Directors must also be approved by shareholders. 3. M ETHODOLOGY USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION Non-Executive Directors On appointment to the Board, all Directors agree to terms of their appointment as detailed in a letter of appointment. This letter outlines the applicable remuneration, as well as responsibilities, compliance with the Company’s corporate policies, access to independent professional advice, and confidentiality obligations. Fees paid to Non-Executive Directors reflect the demands made on, and responsibilities of, such directors. NonExecutive Directors' fees are reviewed annually by the Board. In 2018, the Board reduced base fees by 20% due to a low share price. As a result, Non-Executive Directors were paid a base fee of $56,000 per annum together with the payment of additional fees to Directors serving on Board Committees to recognise their contribution to the Company together with superannuation. The Chairman’s remuneration was set at $78,480 per annum plus Committee fees and superannuation. An additional $6,000 per annum per Committee was paid to Committee members and $6,800 per annum per Committee for the Chairmen of the Committees. Since Mr James’ service agreement as Managing Director expired on 31 December 2019, Mr James remained a director of the company with additional duties as directed by the Board. Therefore, the Board determined a remuneration for Mr James of $111,124 per annum plus superannuation. However, as of 1 October 2023, the Board voluntary suspended Directors’ fees. Consequently, no Directors’ fees have been accrued or paid since 1 October 2023. The maximum total amount available for payment of all Non-Executive Director fees remains at $500,000 per annum, as approved by shareholders at the 2010 Annual General Meeting. For the financial year ending 30 June 2024, the total amount of Directors’ fees accrued and paid was $77,645 reflecting the suspension of fees from 1 October 2023. Non-Executive Directors do not receive performance-based remuneration. During the year ended 30 June 2024, the Executive Director transitioned from being a Non-Executive director after the Board voluntarily ceased director fees. The Board will review the remuneration considerations of the Executive Director when the company has more available funding. At the date of this report, one Director was considered to be executive. Other Key Management Personnel Other Key Management Personnel may be employed by the Company under a service agreement. They are remunerated through a combination of: − Fixed Remuneration (FR): A set salary that reflects their role and responsibilities; and − Bonus or Other Incentives: Short-term and long-term incentives for outstanding performance determined at the discretion of the Board.
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