Page 25 - Icon Energy 2014 Annual Report

CORPORATE GOVERNANCE STATEMENT
p 19
p 21
p 19-21
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Principle 1:
1.1
1.2
1.3
Lay solid foundations for management and oversight
Companies should establish the functions reserved to the Board and those delegated to senior executives and disclose
those functions.
Companies should disclose the process for evaluating the performance of senior executives.
Companies should provide the information indicated in the Guide to reporting on Principle 1.
p 20
p 19
p 19-20
p 20-21
p 21
p 19-21
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Principle 2:
2.1
2.2
2.3
2.4
2.5
2.6
Structure the Board to add value
A majority of the Board should be independent Directors.
The chair should be an independent Director.
The roles of chair and chief executive officer should not be exercised by the same individual.
The Board should establish a nomination committee.
Companies should disclose the process for evaluating the performance of the Board, its committees and individual Directors.
Companies should provide the information indicated in the Guide to reporting on Principle 2.
p 22-23
p 22-23
p 22-23
p 22
p 22
p 22
p 22
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Principle 3:
3.1
3.1.1
3.1.2
3.1.3
3.2
3.3
3.4
3.5
Promote ethical and responsible decision-making
Companies should establish a code of conduct and disclose the code or a summary of the code as to:
the practices necessary to maintain confidence in the Company’s integrity.
the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders.
the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.
Companies should establish a policy concerning diversity and disclose the policy or summary of that policy.The policy should
include requirements for the Board to establish measurable objectives for achieving gender diversity and for the Board to
assess annually both the objectives and progress in achieving them.
Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the Board in
accordance with the diversity policy and progress towards achieving them.
Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in
senior executive positions and women on the Board.
Companies should provide the information indicated in the Guide to reporting on Principle 3.
p 24
p 24
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Principle 5:
5.1
5.2
Make timely and balanced disclosure
Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements
and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of
those policies.
Companies should provide the information indicated in the Guide to reporting on Principle 5.
p 24
p 24
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Principle 6:
6.1
6.2
Respect the rights of shareholders
Companies should design a communications policy for promoting effective communication with shareholders and
encouraging their participation at general meetings and disclose their policy or a summary of that policy.
Companies should provide the information indicated in the Guide to reporting on Principle 6.
p 23-24
p 23-24
p 24
p 23-24
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Principle 7:
7.1
7.2
7.3
7.4
Recognise and manage risk
Companies should establish policies for the oversight and management of material business risks and disclose a summary of
those policies.
The Board should require management to design and implement the risk management and internal control system to
manage the Company’s material business risks and report to it on whether those risks are being managed effectively.The
Board should disclose that management has reported to it as to the effectiveness of the Company’s management of its
material business risks.
The Board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief
financial officer (or equivalent) 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 that the system is operating effectively in all
material respects in relation to financial reporting risks.
Companies should provide the information indicated in the Guide to reporting on Principle 7.
p 20-21
p 20-21
p 20-21
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Safeguard integrity in financial reporting
The Board should establish an audit committee.
The audit committee should be structured so that it consists of:
- only non-executive Directors
- a majority of independent Directors
- an independent chair, who is not chair of the Board
- at least three members.
The audit committee should have a formal charter.
Companies should provide the information indicated in the Guide to reporting on Principle 4.
Principle 4:
4.1
4.2
4.3
4.4
p 20-21
p 20-21 √
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p 20-21
Remunerate fairly and responsibly
The Board should establish a remuneration committee.
The remuneration committee should be structured so that it:
- consists of a majority of independent directors;
- is chaired by an independent director;
- has at least three members.
Companies should clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and
senior executives.
Companies should provide the information indicated in the Guide to reporting on Principle 8.
Principle 8:
8.1
8.2
8.3
8.4
p 20-21
p 21
p 21
p 20-21
p 20-21
p 20 & 24
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Reference Adopt ASX Corporate Governance Principles and Recommendations
ABN 61 058 454 569 ICON ENERGY LIMITED 2014 Annual Report 25