Page 21 - Icon Energy 2014 Annual Report

CORPORATE GOVERNANCE STATEMENT
BOARD AND SENIOR EXECUTIVE
REMUNERATION
Remuneration levels and terms of employment for
Executive Directors and Senior Executives are formalised in
individual Director Service Agreements.
Details of the structure of and amounts paid to non-
executive Directors, executive Directors and other senior
executives are contained in the Remuneration Report which
forms part of the Directors’ Report. The Remuneration
Report also describes the nature of the relationship
between the performance of Icon Energy and remuneration
paid to senior executives.
The Remuneration, Nomination and Succession Committee
reviews the Company’s remuneration strategy and
framework on an annual basis. At the 2010 AGM, the
framework and rules for the Company’s Performance Rights
Plan were approved by shareholders. The Plan framework
and rules will be resubmitted to shareholders for renewal of
approval at the 2014 AGM.
PERFORMANCE EVALUATION
A formal performance evaluation of the Board, each
Committee of the Board, the Chairman and individual
Directors was undertaken during the reporting period
and findings were discussed at the May 2014 Board
meeting and Remuneration, Nominations and Succession
Committee meeting. As part of that review, the Board
reviewed its composition and skills set to ensure it has
the necessary skills to pursue the Company’s strategic
objectives. In May 2014, the Board and each of the Board
Committees reviewed their performance against criteria set
down in the Board and Committee Charters.
The Managing Director and senior executives participate
in annual performance reviews. Performance is measured
against key performance indicators relevant to the
Company’s strategic, operational and business objectives
and to each of the Managing Director’s and senior
executive’s specific roles.
A performance evaluation for the Managing Director
and senior executives was undertaken for the current
reporting period in accordance with the process set by the
Remuneration, Nomination and Succession Committee and
as approved by the Board.
A summary of the performance evaluation process can
be viewed in the corporate governance section of the
Company’s website.
REMUNERATION, NOMINATIONS AND
SUCCESSION COMMITTEE
While larger companies may allocate the responsibilities
for remuneration, nominations and succession to separate
committees, the Board has determined that a company
of Icon Energy’s size is better served by having one
Committee with responsibility for all of these functions. The
Committee is required to meet at least once a year and in
fact met nine times in the reporting year.
The Remuneration, Nominations and Succession
Committee reviews and makes recommendations to the
Board on the following matters:
• The appointment and performance of the Managing
Director;
• The remuneration structure for the Managing Director
and other senior employees of the Company;
• The Company’s recruitment, retention and termination
policies and procedures for senior management;
• Staff and executive incentive schemes;
• Board performance assessment and skills analysis;
• Board and management succession planning; and
• Staff superannuation arrangements.
The charter of the Remuneration, Nomination and
Succession Committee can be found in the Corporate
Governance Section on the Company’s website.
ABN 61 058 454 569 ICON ENERGY LIMITED 2014 Annual Report 21
DIVERSITY
A key goal of the Board and Management is to contribute
positively to the success of the Company by promoting a
high performance culture that draws on the diverse and
relevant experience, skills, expertise, perspectives and
the unique personal attributes of its board members and
employees. As an employer we are committed to managing
diversity by reflecting our company values of respect,
integrity, honesty and personal commitment in maintaining
and valuing the differences a diverse workforce brings.
The Company applies its Diversity Policy to all Icon Energy
Limited Directors and employees, including contractors
and consultants acting on the Company’s behalf. The policy
covers and includes the recruitment and selection process,
terms and conditions of employment including pay,
promotion, work assignment, and training as well as any
other aspect of employment.
Key principles of the policy include:
• We treat all employees, prospective employees, partners,
contractors, consultants and suppliers fairly and equally;
• We promote a corporate culture that values diversity and
tolerates differences;