Page 19 - Icon Energy 2014 Annual Report

• Approving policies and reviewing systems of risk
management and internal control, codes of conduct and
legal compliance;
• Reviewing and ensuring the appropriate composition of
the Board;
• Approving and monitoring the progress of major capital
expenditure, capital management and acquisitions and
divestitures;
• Approving and monitoring financial and other reporting.
The Board has specifically reserved for its decision the
following matters:
• The appointment of the Managing Director;
• Approval of the structure of the direct reports to the
Managing Director;
• Approval of the 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 maintains the right to make changes to the
matters reserved for its decision, subject to the limitations
imposed by the constitutional documents and the law.
In particular, the Board has given authority to the
Managing Director to achieve the corporate objectives.
The Managing Director has the right to make decisions
and take actions which, in the Managing Director’s
judgment, are reasonable and are within the authority
given by the Board. The Managing Director continues to
be responsible to the Board for the delegated authority
and for the performance of the business. 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 Board also oversees the performance of
the Company through its Board Committees.
The Managing Director is required to report on progress
being made by the Company to the Board and key
stakeholders. The Board and its Committees determine
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.
ROLE OF MANAGEMENT
Through the Managing Director, the Board has delegated
the following key functions to senior executives:
• The recommendation of Icon Energy’s business,
operational and corporate strategy to the Board for
approval and following their approval, implementation;
• The day to day responsibility for complying with all laws
and regulations relevant to Icon Energy’s operations and
business activities;
• The achievement of the corporate objectives set by the
Board;
• The development and implementation of the Company’s
policies and procedures (including risk management and
internal control processes); and
• The engagement of suitable staff and contractors so as
to effectively discharge the Company’s obligations and
various strategic, operational and business objectives.
BOARD COMPOSITION
The principles applied to the composition of the Board are:
• The Board should comprise Directors who have a broad
cross-section of experience in the petroleum exploration/
production industry both in Australia and overseas or
should have financial and general management and/
or business development experience. Their expertise
should encompass the establishment of management
strategy and monitoring achievement of these strategies;
• Wherever possible, the Chairman of the Board should be
a non-executive Director. The Chairman has the casting
vote in all Board decisions;
• The Board should comprise a majority of non-executive
Directors. Currently the Board comprises four non-
executive Directors and two executive Directors. It is
expected that as the Company’s activities expand with
the development of its conventional and unconventional
gas and other interests, then the number of independent
Directors may increase;
• If a Board vacancy exists or where the Board
considers that an additional Director is required, that
appointment would be made from persons who
possess the appropriate expertise, skills and sufficient
time as determined by the Board. The Remuneration,
Nominations and Succession Committee reviews the
composition of the Board on a regular basis and conducts
a skills gap analysis as part of the exercise to ensure
the Board has the right balance of requisite skills and
experience;
CORPORATE GOVERNANCE STATEMENT
ABN 61 058 454 569 ICON ENERGY LIMITED 2014 Annual Report 19