Page 24 - Icon Energy 2014 Annual Report

CORPORATE GOVERNANCE STATEMENT
ASX CORPORATE GOVERNANCE COUNCIL
PRINCIPLES AND RECOMMENDATIONS
The ASX Corporate Governance Council has recognised that
its corporate governance principles and recommendations
do not represent a “one size fits all” solution. Icon Energy
has considered and, where appropriate, applied the ASX
Corporate Governance Recommendations. The following
table shows that Icon Energy has adopted all of the
ASX Corporate Governance Recommendations with the
exception of Recommendation 8.2 which recommends
that Remuneration Committees comprise at least three
members. The Board of Directors has formed the view that
it is more practical for a Company the size of Icon Energy
to have a Committee of at least two independent Directors
rather than three Directors.
SHAREHOLDER COMMUNICATION
The Disclosure and Communications Policy sets out the
manner in which Icon Energy promotes communication
with shareholders and other key stakeholders. The Board of
Directors ensures that shareholders are fully informed as
to any significant Group developments which are generally
communicated through:
• Continuous disclosure to the ASX;
• Annual reports to shareholders;
• Half-yearly financial reports lodged with the ASX;
• Quarterly reports;
• Notices of shareholder meetings and explanatory notes.
Copies of the above documents are published on the
Company’s website:www.iconenergy.com.
Shareholders are encouraged to contact the Company’s
office if they have any questions on the Company’s affairs
and participate in the Annual General Meeting by attending
and asking questions of the Company’s Directors.
A copy of the Disclosure and Communications Policy can
be found in the Corporate Governance Section of the
Company’s website.
CONTINUOUS DISCLOSURE
The Board has in place a Disclosure and Communications
Policy that defines the legal and regulatory obligations,
materiality guidelines and reporting process, and is
designed to ensure compliance with the continuous and
periodic disclosure obligations under the Corporations Act
2001 and ASX Listing Rules. Responsibility for meeting
ASX disclosure requirements and accountability for
compliance rests primarily with the Company Secretary.
The Company conducts regular briefings with all staff
to ensure they understand the Company’s continuous
disclosure obligations, and their role in fulfilling them. The
Board reviews continuous disclosure matters, if any, at each
Board meeting. Copies of Icon Energy Limited’s releases
to the ASX, investor presentations and Annual Reports are
available on the Company’s website.
risks. The Committee will review changes to key risks on a
quarterly basis in the future.
All Company policies and procedures were reviewed and
updated where appropriate during the financial year.
Under its charter, the Audit and Risk Management
Committee is responsible for:
• Monitoring the establishment and implementation
by management of the Company’s risk management
system;
• Monitoring the effectiveness of the systems of financial
risk management, governance and internal control;
• Endorsing a risk management policy which describes
the manner in which both risk and the opportunity are
identified assessed, monitored and managed, including
how:
o Significant decisions affecting and changes to, the
business are subject to risk assessment;
o Any operational incidents are to be analysed in
order to learn from them and successes reviewed
in order to repeat them;
o All acquisitions and divestments of assets are
subject to assessment and management;
o Risks and associated control systems are regularly
reviewed; and
o Performance against risk management plans is
monitored and reported upon to the Board.
The Managing Director regularly reports to the Board on the
effectiveness of the Company’s management of material
operational and business risks.
The Board has also received assurance from the Managing
Director, Chief Financial Officer and Legal Counsel that:
• The declaration provided in accordance with section 295A
of the Corporations Act is founded on a sound system of
risk management and internal control; and
• The system is operating effectively in all material aspects
in relation to financial reporting risks.
The Company’s Enterprise-wide Risk Management Policy
and Crisis Management and Business Continuity Policy
which encapsulate the Company’s management of material
business risks can be found in the Corporate Governance
section of the Company’s website.
24 ICON ENERGY LIMITED 2014 Annual Report ABN 61 058 454 569