ABN 61 058 454 569
ICON ENERGY LIMITED
2015 Annual Report
17
CORPORATE GOVERNANCE STATEMENT
ROLE OF THE BOARD
The Board of Directors of Icon Energy is responsible for the
overall corporate governance of the group and oversees the
Company’s business and management for the benefit of
shareholders and sets out to achieve this objective by:
• Establishing corporate governance and ethical standards;
• Maximising shareholder value by setting objectives and
goals;
• Appointing and where appropriate, removing the
Managing Director and monitoring the Managing
Director’s performance;
• Appointing and where appropriate, removing the
Company Secretary and monitoring and holding to
account through the direct monitoring of the Company
Secretary’s performance;
• Reviewing and ratifying 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; and
• 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; and
• 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.
SOLID FOUNDATIONS FOR MANAGEMENT AND
OVERSIGHT
This statement outlines Icon Energy’s Corporate
Governance practices that were in place during the financial
year.
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.
