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 Financial Markets Conduct Act 2013 (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, key management personnel and all participants in the Kathmandu Wider Leadership Team and Long Term Incentive Plan (“Restricted Persons”) will only be permitted to deal in Shares during certain ‘window periods’, including the release of Kathmandu’s full and half year ﬁnancial results or the release of a disclosure document offering shares in Kathmandu. Restricted Persons must receive clearance before any proposed dealing in Shares at any time.
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.
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. The purpose of this committee is to ensure the remuneration programme of the Kathmandu Group delivers the business plan, is fit for purpose and is one which considers the current business needs of the Group whilst supporting shareholder and customer value. The main functions of the committee are to assist the Board in fulfilling its responsibilities to stakeholders on management activities for the Kathmandu Group in relation to:
- Overseeing the development and application of the Group Human Resources strategy, the remuneration framework and associated policies;
- The remuneration of senior executives, non-executive Directors and Directors;
- Providing effective remuneration policies and programs to motivate high performance from all employees; and
- Ensuring appropriate and effective policies for managing the performance and development of employees at all levels.
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 was born from a love of travel and adventure and the diversity inherent in such. Diversity in landscape and terrain, culture and point of view, and a constant search for something new and different. We believe it is important to appoint the best people to do the best job, and embrace the wealth of diversity that exists in our teams. We are committed to recruit, develop and promote employees on merit at all levels across the company, without any form of discrimination. We value and respect the unique differences that employees can bring to Kathmandu, such as differences in age, gender, ethnicity, cultural and family background, sexual orientation, religious or political beliefs or activities. The diversity policy affirms our commitment to ethical and responsible decision making across all aspects of business execution. Our continued success depends on the quality of our employees and we are committed to fostering effective, engaged and diverse teams in our workplaces. Diversity drives our competitiveness and supports our ability to attract, develop and retain the best employees to deliver innovation and results. It is this team of passionate individuals who each bring their own experience and point of view to our shared core values and mission that makes Kathmandu world ready.
Kathmandu maintains a remuneration policy in relation to its directors, executives and employees which provides for remuneration at fair and reasonable levels throughout the Kathmandu Group. Remuneration for employees is based on the value of the services performed within the context of a competitive market and having regard to each individual’s experience, skills and performance.