Icon Energy Annual Report 2024 47 INDEPENDENCE OF NON-EXECUTIVE DIRECTORS The Board considers an Independent Director to be a Non- executive Director who meets the criteria for independence included in the Australian Securities Exchange’s (ASX) Corporate Governance Council’s Corporate Governance Principles and Recommendations (ASX Principles). The Board has undertaken a review of all directors during the reporting period and determined the following: Director Name Position Independent? Length of Service (as at 30 June 2024) Mr Stephen Barry Chairman Yes N/A(1) Mr Raymond James Chairman, Non-Executive Director No 31 years Mr Jeffrey Marvin Managing Director No 1.25 years Mr Peter Wilson Non-Executive Director Yes 0.8 years(2) (1) Mr Stephen Barry resigned from the position of Chairman and a member of the Board on 8 September 2023. (2) Mr Peter Wilson was appointed as Non-Executive Director on 8 September 2023. Mr Raymond James is not considered independent as he is a substantial shareholder of the Company. As at 30 June 2024 one of three directors was considered independent. Directors must declare if any conflict of interest arises at the Board meetings. The Director does not participate in any Board discussion or vote in relation to a matter where a material personal interest arises in respect of that matter unless the Corporations Act 2001 prescribes to do otherwise. BOARD SKILLS The Board has adopted a Board Skills Matrix that sets out the mix of skills, knowledge, experience, personal attributes, and other criteria that the Board currently has and those that the board is looking to achieve in its Board membership. The Board has completed a formal assessment of each of its directors against the Skills Matrix. The following table illustrates the collective skills and experience of the current Directors: Skill area Directors Board and executive experience ✓ Strategy ✓ Financial/accounting ✓ Risk management and compliance ✓ Corporate governance ✓ Legal ✓ Capital management ✓✓ Information technology ✓ HSE and sustainability ✓ Industry experience ✓ Public policy and government relations ✓ The Directors believe that the current Board collectively has the appropriate skills and knowledge required to effectively govern and direct a company of this size.
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