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ICON ENERGY LIMITED
2015 Annual Report ABN 61 058 454 569
CORPORATE GOVERNANCE STATEMENT
BOARD COMPOSITION
The principles applied to the composition of the Board are:
• Due diligence conducted prior to the appointment of
each Director has ensured that the Company’s Board is
comprised of Directors who have a broad cross-section
of experience in the petroleum exploration/production
industry both in Australia and overseas, have general
management and business development experience or
legal or financial experience;
• The expertise of the Board encompasses the
establishment of management strategy and monitoring
achievement of these strategies;
• The Chairman of the Board is a Non-Executive Director.
The Chairman has the casting vote in all Board decisions;
• The Board comprises of a majority of Non-Executive
Directors. Currently the Board comprises four Non-
Executive Directors and two Executive Directors;
• If a Board vacancy exists or where the Board
considers that an additional Director is required, that
appointment would be made from persons who
possess the appropriate expertise, skills and sufficient
time as determined by the Board. The Remuneration,
Nominations and Succession Committee reviews the
composition of the Board on a regular basis and conducts
a skills gap analysis as part of the exercise to ensure
the Board has the right balance of requisite skills and
experience;
• In accordance with ASX listing rules and individual
Director Service Agreements with the Company, 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. All relevant information in
relation to the re-election of a Director to be determined
at an Annual General Meeting is set out in the Notice of
Meeting and Explanatory Statements for all shareholders;
• In accordance with the Constitution of the Company the
Board comprises of at least three Directors; and
• All Company Directors are members and participate in
information sessions through the Australian Institute of
Company 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.
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.
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.
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)
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 two members
having experience and expertise in financial matters. The
