ABN 61 058 454 569
ICON ENERGY LIMITED
2015 Annual Report
19
CORPORATE GOVERNANCE STATEMENT
BOARD AND SENIOR EXECUTIVE
REMUNERATION
Remuneration levels and terms of employment for
Executive Directors and Senior Executives are formalised in
individual 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 was renewed and approved by shareholders at
the 2014 AGM.
Chairman of the Audit and Risk Committee is Dr Keith
Hilless AM an independent Non-Executive Director. The
Remuneration, Nominations and Succession Committee
consists of two independent Non-Executive Directors due
to the small size of the Company. The Company Chairman
is also the Chairman of the Remuneration, Nominations and
Succession Committee.
Details of the number of Board and Committee meetings held
during the reporting period and their attendees are set out in
the Directors’ Report. In addition, details of the qualifications
and experience of each Board and Committee member are set
out in the Directors’ Report. The period of office held by each
Director is also set out in the Directors’ Report.
AUDIT AND RISK MANAGEMENT COMMITTEE
The purpose of the Committee is to assist the Board in its
oversight of:
• The effectiveness of the systems of financial risk
management, governance and internal control;
• The integrity of the Group’s financial reporting;
• The integrity of the external audit process, including
appointment, performance and independence of the
external auditor; and
• Identification of potential risks and the review of the
Company’s risk management system.
The Committee’s role is to report to the Board and provide
appropriate advice and recommendations on matters
relevant to its Charter in order to facilitate decision making
by the Board.
The Audit and Risk Management Committee has in
place a formal charter which defines the Committee’s
function, composition, mode of operation, authority and
responsibilities. The Managing Director, Chief Financial
Officer and External Auditor are invited to attend Committee
meetings, at the discretion of the Committee.
The Committee conducted an annual review of the key
identified risks for the Company in the 2014/15 period. The
charter of the Audit and Risk Management Committee
can be found in the Corporate Governance section on the
Company’s website.
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 meets at least two to three times a year and in
fact, met six 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.
REMUNERATION, NOMINATIONS AND
SUCCESSION COMMITTEE
While larger companies may allocate the responsibilities for
remuneration, nominations and succession to separate
