kathmandu annual report 2012 19 report are specified in $nZ, being the reporting currency of  the Company. the Board do not intend to grant any further options under the existing plan. the Board are of the view that the existing plan no longer represents an appropriate on- going long term incentive structure for the Company post  the Ipo. It remains the Board’s intention that Directors’ fees will be  reviewed annually, with external independent remuneration  consultants providing advice to ensure fees reflect market  rates. there are no guaranteed annual increases in any  Director’s fees. non-executive Directors do not participate in the Company  short or long term incentive schemes. Shareholders approved a new long term incentive plan at  the Company’s 2010 annual General Meeting based on the  granting of nil cost performance rights. rights have been  offered each year since the plan was approved. Vesting  of the rights are dependent upon the Company achieving  earnings per Share (epS) and /or relative tSr targets over  a 2, 3 and 4 year performance period, with 50% of the  value of rights allocated under each target. the following fees apply per annum, including sub- committee attendance fees: epS is measured on a compound annual growth basis and  tSr is measured on a relative basis against similar sized  australian and new Zealand listed retail organisations.  performance measurement under either criterion is at  the end of each applicable performance period with no  ability to re-test. Fifty percent of the relevant portion of the  award vests for achievement of targets and a further fifty  percent vests for the achievement of aspirational targets.  a sliding scale operates between target and aspirational  performance levels. this long-term incentive is intended to focus performance  on achievement of key long-term performance metrics. the  selected performance measures provide an appropriate  balance between relative and absolute Company  performance. the Committee considers this plan will best  support and facilitate the growth in shareholder value over  the long term.  rights were offered in 2010 to all executives. From 2011  onwards, the Committee has granted only executive  Directors with nil cost performance rights that will require  achievement of epS and relative tSr targets over the 2, 3  and 4 year periods. these grants are subject to shareholder  approval. other executives and senior management  personnel have been granted nil cost performance rights  under this plan that are measured and will vest under the  short term equity incentive framework. the following executives along with the Directors were  the key management personnel with the authority and  responsibility for planning, directing and controlling the  activities of the Group, directly or indirectly, during the  financial year:  the current aggregate limit for non-executive Directors’  fees is $a800,000 per annum with a base fee payable  (including superannuation if applicable) to the Chairman  of $a206,000 and to a non-executive Director currently  of $a103,000 per annum. additionally a$10,000 per  annum is paid for sub-committee attendances. the  Managing Director and Finance Director do not receive  Directors’ fees. the amounts approved for Directors’ fees  are expressed in $a given the specific requirements for  remuneration reporting applying to aSX listed companies,  however all amounts reported in the tables within this  all of the above persons were employed by the Group  and were key management personnel for the entire year  ended 31 July 2012 and the year ended 31 July 2011,  unless otherwise stated. peter Halkett, Mark todd,  Michelle adams, Caleb nicolson, Grant taylor and Brandon  Beveridge are employees of Kathmandu limited (new  Zealand domiciled), and tamalin Morton, paul Stern and  Matthew Watts, are employees of Kathmandu pty limited  (australian domiciled). peter halkett  – Chief executive officer mark todd  – Chief Financial officer tamalin morton  – General Manager, Marketing michelle adams  – General Manager, product caleb nicolson  – General Manager, Supply Chain paul stern  – General Manager, Business Development and Sustainability Grant taylor  – Chief Information officer (from 30 august 2010) matthew watts  – General Manager, retail australia (from 1 March 2012) Brandon Beveridge  – General Manager, retail new Zealand (from 1 March 2012) non-executiVe directors’ fees  B – details of remuneration long-term incentive plan november 2010  BAse Fees AUD $ Chairman 216,000 Other non-Executive Directors 113,000 Actual fees paid in year ended 31 July 2012  (converted to reporting currency) NZD $ Chairman 277,534 Other non-Executive Directors 145,182