Page 20 - Icon Energy 2014 Annual Report

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.
CORPORATE GOVERNANCE STATEMENT
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 determined that Messrs Stephen Barry, Derek
Murphy, Howard Lu and Dr Keith Hilless AM meet the
definition of an “independent director” as set out in the
ASX Principles.
BOARD AND COMMITTEE MEMBERS AND
MEETINGS
The current Icon Energy Board of Directors consists of
four independent Directors and two Executive Directors,
the Managing Director and the Chief Financial Officer.
The Audit and Risk Management Committee comprises
three independent non-executive Directors with at
least one member having experience and expertise in
financial matters. The Chairman of the Audit and Risk
Committee is Dr Keith Hilless AM an independent non-
executive Director. The Remuneration, Nominations and
Succession Committee consists of two independent non-
executive Directors due to the small size of the Company.
The Company Chairman is also the Chairman of the
Remuneration, Nominations and Succession Committee.
Details of the number of Board and Committee meetings held
during the reporting period and their attendees are set out in
the Directors’ Report. In addition, details of the qualifications
and experience of each Board and Committee member are set
out in the Directors’ Report. The period of office held by each
Director is also set out in the Directors’ Report.
• No Director, except the Managing Director, shall hold
office for a period in excess of three years, or past the
third Annual General Meeting following the Director’s
appointment, whichever is the longer, without submitting
themselves for re-election. At every Annual General
Meeting one third of the Directors, or if their number is
not a multiple of three, then the number nearest to but
not exceeding one third shall retire from office and be
eligible for re-election;
• In accordance with the Constitution of the Company the
Board should comprise of at least three Directors.
A copy of the Company’s Board Charter and the Role of
Management can be found in the Corporate Governance
Section of the Company’s website.
AUDIT AND RISK MANAGEMENT
COMMITTEE
The purpose of the Committee is to assist the Board in its
oversight of:
• The effectiveness of the systems of financial risk
management, governance and internal control;
• The integrity of the Group’s financial reporting;
• The integrity of the external audit process, including
appointment, performance and independence of the
external auditor; and
• Identification of potential risks and the review of the
Company’s risk management system.
The Committee’s role is to report to the Board and provide
appropriate advice and recommendations on matters
relevant to its Charter in order to facilitate decision making
by the Board.
The Audit and Risk Management Committee has in
place a formal charter which defines the Committee’s
function, composition, mode of operation, authority and
responsibilities. The Managing Director, Chief Financial
Officer and External Auditor are invited to attend Committee
meetings, at the discretion of the Committee.
The Committee conducted an annual review of the key
identified risks for the Company in the 2013/14 period. The
charter of the Audit and Risk Management Committee
can be found in the Corporate Governance section on the
Company’s website.
BOARD COMMITTEES
Two Committees of the Board have been formed to consider
and make recommendations to the Board on important areas
of decision making. These Committees are the Audit and Risk
Management Committee and the Remuneration, Nominations
and Succession Committee. Additional committees may be
formed if the Board sees a need for them.
Membership of the two standing committees is as follows:
Audit and Risk Management Committee
Keith Hilless AM (Chairman) (Non Executive Director)
Stephen Barry (Non Executive Director)
Derek Murphy (Non Executive Director)
Remuneration, Nominations and Succession Committee
Stephen Barry (Chairman) (Non Executive Director)
Derek Murphy (Non Executive Director)
20 ICON ENERGY LIMITED 2014 Annual Report ABN 61 058 454 569