48 Icon Energy Annual Report 2024 continued The skills mix in the matrix and board diversity is under review regularly as part of the continual board review process. Additionally, the Board encourages the Directors to continue their education and training by attending external training and education to maintain the skills and knowledge needed to perform their roles as Directors effectively. CHAIR The Chairman’s role is to lead the Board. The Chairman’s responsibilities are set out on the Board Charter and include chairing Board meetings and directing Board discussions to be effective. The roles of the Chairman and the Managing Director are not exercised by the same individual. The appointment of the Managing Director is made by the Board. As of 30 June 2024, Mr. Raymond James serves as Chairman of the Board, having been appointed to this role on 6 October 2023, following the resignation of Mr. Stephen Barry on 8 September 2023. Mr. Barry had previously fulfilled the role of Chairman as an independent director in accordance with the ASX Principles. Mr. James, a substantial shareholder of the Company, does not meet the ASX Corporate Governance Principles' independence criteria outlined in box 2.3, which requires the Chairman to be an independent director. Despite this, the Board has determined that Mr. James is the most suitable candidate for the role, given his extensive experience and comprehensive understanding of the Company’s operations. While Mr. James’ appointment does not align with the ASX Principles' recommendations regarding the independence of the Chairman, the Board remains committed to maintaining high standards of corporate governance. We will continue to review our governance practices to ensure they support the Company’s strategic objectives and serve the interests of all stakeholders effectively. COMPANY SECRETARY Icon’s Board appoints the Company Secretary and the Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. INDEPENDENT PROFESSIONAL ADVICE The Directors are entitled to seek independent professional advice at the Company’s expense if required in the performance of their duties. The Directors are entitled to direct access to employees and Company advisers as may be required. BOARD COMMITTEES As part of our ongoing commitment to effective corporate governance, Icon periodically reviews the structure and composition of our governance framework to ensure it meets the evolving needs of our Company. For the reporting period ending 30 June 2024, the Company has made a strategic decision to dissolve all formal board committees. This decision reflects the Company’s current size and operational structure. In the absence of dedicated committees, the Board has assumed the responsibilities typically undertaken by these committees. This includes overseeing key areas such as audit and risk management, nomination, and remuneration. The Board’s direct engagement in these areas ensures that governance remains robust and responsive to the Company’s strategic objectives. Corporate Governance Statement
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