The Board has adopted a written charter to provide a framework for the effective operation of the Board. The charter addresses the following matters and responsibilities of the Board.
- enhancing Shareholder value;
- oversight of Kathmandu, including its control and accountability systems;
- appointing and removing the Managing Director (or equivalent) and the Chief Financial Officer;
- ratifying the appointment, and where appropriate, the removal of the senior executives;
- input into and approval of corporate strategy and performance objectives;
- reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance;
- monitoring senior management’s performance and implementation strategy, and seeking to ensure appropriate resources are available;
- approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures;
- approving budgets; and
- approving and monitoring ﬁnancial and other reporting.
Code of Conduct
The Board recognises the need to observe the highest standards of corporate practice and business conduct. Accordingly, the Board has adopted a formal code of conduct, to take effect from Listing, to be followed by all employees and ofﬁcers. The key aspects of this code are to:
- act with honesty, integrity and fairness and in the best interest of the Company;
- act in accordance with all applicable laws, regulations, policies and procedures; and use Kathmandu resources and property properly
Continuous Disclosure Policy
Kathmandu is committed to observing its disclosure obligations under the Listing Rules. Kathmandu has adopted a policy to take effect from Listing which establishes procedures which are aimed at ensuring that Directors and Management are aware of and fulﬁl their obligations in relation to the timely disclosure of material price-sensitive information
Securities Trading Policy
Kathmandu has adopted guidelines to take effect from Listing for dealing in securities which are intended to explain the prohibited type of conduct in relation to dealings in securities under the Corporations Act and the Securities Markets Act 1988 (NZ) and to establish a best practice procedure in relation to Directors’, management’s and employees’ dealings in Shares in Kathmandu.
Subject to the overriding restriction that persons may not deal in Shares while they are in possession of material price-sensitive information, Directors and management will only be permitted to deal in Shares during certain ‘window periods’, such as following the annual general meeting, the release of Kathmandu’s full and half year ﬁnancial results or the release of a disclosure document offering shares in Kathmandu. Outside of these periods, Directors and management must receive clearance for any proposed dealing in Shares.
Audit and Risk Committee
Under its charter, this committee must have at least three members, a majority of whom must be independent Directors and all of whom must be non-executive Directors. Currently, all the non-executive Directors are members of this committee. John Harvey will act as chairman of the committee.
The primary role of this committee includes:
- overseeing the process of ﬁnancial reporting, internal control, continuous disclosure, ﬁnancial and non-ﬁnancial risk management and compliance and external audit;
- monitoring Kathmandu’s compliance with laws and regulations and Kathmandu’s own codes of conduct and ethics;
- encouraging effective relationships with, and communication between, the Board, Management and Kathmandu’s external auditor; and
- evaluating the adequacy of processes and controls established to identify and manage areas of potential risk and to seek to safeguard the Company’s assets.
Under the charter it is the policy of the Company that its external auditing ﬁrm must be independent of the Company. The committee will review and assess the independence of the external auditor on an annual basis.
Risk Management Policy
The identiﬁcation and proper management of Kathmandu’s risk are an important priority of the Board. Kathmandu has adopted a risk management policy appropriate for its business. This policy highlights the risks relevant to Kathmandu’s operations, and Kathmandu’s commitment to designing and implementing systems and methods appropriate to minimise and control its risk. The Audit and Risk Committee is responsible for monitoring risk management and establishing procedures which seek to provide assurance that major business risks are identiﬁed, consistently assessed and appropriately addressed.
Remuneration and Nomination Committee
Under its charter, this committee must have at least three members, a majority of whom must be independent Directors and all of whom must be non-executive Directors. Currently, all the non-executive Directors are members of this committee. Sandra McPhee will act as chairman of the committee. The main functions of the committee are to assist the Board with a view to establishing a Board of effective composition, size, expertise and commitment to adequately discharge its responsibilities and duties, and assist the Board with a view to discharging its responsibilities to Shareholders and other stakeholders to seek to ensure that Kathmandu:
- has coherent remuneration policies and practices which enable Kathmandu to attract and retain executives and Directors who will create value for Shareholders;
- fairly and responsibly remunerates Directors and executives, having regard to the performance of Kathmandu, the performance of the executives and the general remuneration environment;
- and has effective policies and procedures to attract, motivate and retain appropriately skilled persons to meet Kathmandu’s needs.
Kathmandu is committed to keeping Shareholders informed of all major developments affecting the Company’s state of affairs relevant to Shareholders in accordance with all applicable laws. Information will be communicated to Shareholders through the lodgement of all relevant ﬁnancial and other information with ASX and NZX and publishing information on the Company’s website (kathmandu.co.nz or kathmandu.com.au).
In particular, the Company’s website will contain information about the Company, including media releases, key policies and the terms of reference of the Company’s Board Committees. All relevant announcements made to the market and any other relevant information will be posted on the Company’s website as soon as they have been released to ASX and NZX.
Kathmandu aspires to appoint the best people to do the best job. In seeking to achieve this objective, the importance of employee diversity is recognised in our commitment to recruit, develop and promote employees on merit, at all levels across the Company, without any form of discrimination. We respect the unique differences that employees can bring to Kathmandu such as differences in age, gender, ethnicity, cultural background, sexual orientation, religious or political beliefs or activities.
The benefits of diversity will continue to be tested and re-affirmed with reference to our team composition. The Diversity policy includes the overall promotion of ethical and responsible decision-making across all aspects of business execution. The Company recognises that our success depends strongly upon the quality of our employees and we are committed to the maintenance and promotion of workplace diversity. Workplace diversity is an economic driver of competitiveness and supports the Company’s ability to attract, develop and retain the best employees, create an engaged team and deliver innovation.