Icon Energy Annual Report 2024 45 Corporate Governance Statement SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT This statement outlines Icon Energy’s Corporate Governance practices. It is current as at 27 September 2024 and has been approved by the Board. ROLE OF THE BOARD The Board of Directors of Icon Energy is responsible for the overall corporate governance of the group and oversees the Company’s business and management for the benefit of shareholders. The Board’s key responsibilities include: − Establishing Governance and Ethical Standards: The Board sets the corporate governance framework and ethical standards for the Company; − Setting Objectives and Goals: The Board defines the strategic direction and objectives to guide the Company’s growth; − Managing Key Appointments: The Board appoints or removes the Managing Director and oversees their performance, as well as the Company Secretary; − Risk Management and Compliance: The Board reviews and approves the Company’s risk management systems, internal controls, codes of conduct and legal compliance; − Board Composition: The Board ensures it has the right mix of skills and experience to meet the Company’s needs; − Financial Oversight: The Boards approves and monitors the Company’s budgets, capital expenditure, and financial and other reporting; − Strategic Implementation: The Boards oversees the implementation of the Company’s strategic objectives by the Managing Director. Matters reserved for Boards Decision The following matters are specifically reserved for Board’s decision: − Appointment of the Managing Director; − Approval of the structure of the direct reports to the Managing Director; − Approval of the Company’s overall strategy; − Approval of annual budgets of the business; − Delegation of authority; − Formal determinations that are required by Icon Energy’s constitutional documents, by statute or by other external regulation. The Board retains the right to make changes to the matters reserved for its decision, subject to the limitations imposed by the constitutional documents and the law. The Managing Director is empowered to make decisions and take actions necessary to achieve the Company’s objectives, within the authority granted by the Board. The Managing Director continues to be responsible to the Board for the delegated authority and for the overall performance of the Company. The Board monitors the decisions and actions of the Managing Director to ensure that progress is being made towards the corporate objectives, within the authority it has delegated. The Managing Director is required to report on progress being made by the Company to the Board and key stakeholders. The Board determines the nature and form of information required from the Managing Director, employees or external parties, including the external auditor. Openness and trust are encouraged between individual members of the Board and the Managing Director and other employees. This allows Directors to achieve a better understanding of the business. In the absence of the Managing Director, the Board assumes the responsibilities of managing the Company. The Managing Director and other Senior Executives are employed under written employment agreements, which set out the terms of their appointment.
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