Icon Energy Annual Report 2025 47 CHAIR The Chairmans leads the Board and is responsible for ensuring its effectiveness. 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 2025, Mr. Raymond James serves as Chairman of the Board, having been appointed to this role on 6 October 2023. Mr. James, a substantial shareholder of the Company, and as such, does not satisfy the independence criteria for a Chairman as set out in Box 2.3 of the ASX Corporate Governance Principles, which recommends that the Chairman be an independent director. Despite this, the Board considers Mr. James to be the most suitable candidate for the role, based on 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 and 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 2025, the Board has maintained its decision to operate without formal board committees. This approach remains appropriate given the Company’s current size and operational structure. In the absence of dedicated committees, the Board continues to assume 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 involvement ensures that governance remains robust, transparent, and aligned with the Company’s strategic objectives. Audit and Risk Management The Board has continued to take responsibility for matters previously overseen by the Audit and Risk Management Committee, including: − Reviewing Financial Statements: Ensuring the accuracy and integrity of financial reporting. − Monitoring Internal Controls: Evaluating the effectiveness of the internal control framework and risk management processes. − External Audit Oversight: Managing the external audit process and maintaining auditor independence. − Risk Identification and Management: Identifying potential risks and reviewing the Company’s risk management system.
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