ABN 61 058 454 569
ICON ENERGY LIMITED
2015 Annual Report
23
CORPORATE GOVERNANCE STATEMENT
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 Company Secretary
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
which encapsulates the Company’s management of
material business risks, including economic, environmental,
social sustainability and operational risks, 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 is available under the Corporate Governance
section on the Company’s website. The Disclosure and
Communications Policy 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.
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;
• Email broadcast of all ASX announcements to all email
alert subscribers from the Company’s website;
• The Company’s website information updates on all
activities;
• Annual reports to shareholders;
• Half-yearly financial reports lodged with the ASX;
• Quarterly reports; and
• Notices of shareholder meetings and explanatory notes.
Copies of the above documents are published on the
Company’s website:
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. The
Company’s external auditors attend the Annual General
Meeting each year and any securityholder questions are
invited by the Chair to be asked at the meeting or after the
meeting.
A copy of the Disclosure and Communications Policy
can be found in the Corporate Governance section of the
Company’s website.
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 8.1(a)(1) 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.
