19 KATHMANDU ANNUAL REPORT  2013 Committee considers this plan will best support and facilitate  the growth in shareholder value over the long term.  From 2011 onwards, the Committee resolved to grant 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.  The current aggregate limit for non-Executive Directors’ fees  is $A800,000 per annum. In FY2013 the 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 $A10,000 per annum is  paid for sub-committee attendances. These amounts were  increased by 3% with effect from 1 August 2013. The Managing Director and Finance Director do not receive  Directors’ fees. The amounts approved for Directors’ fees  are expressed in AUD given the specific requirements for  remuneration reporting applying to ASX listed companies,  however all amounts reported in the tables within this report  are specified in NZD, being the reporting currency of the  Company. 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. The following fees apply per annum, including sub-committee  attendance fees: The following Executives along with the Directors are  identified as 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:  All of the above persons were employed by the Group and  were key management personnel for the full years ended  31 July 2013 and 2012, unless otherwise stated. Mark Todd,  Michelle Adams, Caleb Nicolson, Grant Taylor and Brandon  Beveridge are employees of Kathmandu Limited (New Zealand  domiciled), and Peter Halkett, Tamalin Morton, Paul Stern and  Matthew Watts, are employees of Kathmandu Pty Limited  (Australian domiciled).  Paul Stern - General Manager, Business Development  and Sustainability Grant Taylor - Chief Information Officer  Matthew Watts - General Manager, Retail Australia  (from 1 March 2012) Brandon Beveridge - General Manager, Retail New Zealand (from 1 March 2012) Details of the remuneration of the Directors and total  remuneration of other key management personnel of the  Group, for the current and prior financial years are set out in  note 9 of the financial statements.  For the year ended 31 July 2013 the Group’s financial  performance targets were not met and thus the annual  short term cash and equity incentives were not paid. A  smaller discretionary cash bonus was paid to key and senior  management personnel in recognition of the EBITDA outcome  for the year being very close to the financial performance target  once the adverse impact of non-controllable exchange rate  AUD to NZD translation was adjusted for. In the second half of FY2013 the Board reviewed the  appropriate primary workplace of the Chief Executive Officer,  and in conjunction with its taxation advisors also assessed  his associated current and historical residency for taxation  purposes. As Peter Halkett has been required to operate  primarily out of our Melbourne office in the period following  the Christchurch earthquake in February 2011, it has been  determined that since May 2011 he has been primarily tax  resident in Australia. The Board and Chief Executive Officer  have negotiated a sharing of the expenses including personal  income tax and other associated deductions for the period  from May 2011 to July 2013 arising from this required  change of taxation residency. This expense is reported in  his remuneration in note 9c of the financial statements. The  Board and the Chief Executive Officer have also entered into a  new employment agreement recognising this new residency  circumstance that is effective from FY2014 onwards. The Chief  Executive Officer’s new remuneration under this agreement is  detailed in the Notice of Annual General Meeting for 2013.  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 All Executives are on employment terms consistent with the  remuneration framework outlined in this report. Each of the  agreements has an open term, and the period of notice to  be given by the employee is three months. The agreements  provide for three months base salary inclusive of any applicable  superannuation to be paid in the event of a redundancy. B DETAILS OF REMUNERATION  NON-EXECUTIVE DIRECTORS’ FEES  COST OF CHIEF EXECUTIVE OFFICER’S CHANGE  OF TAX RESIDENCY  C SERVICE AGREEMENTS  BASE FEES AUD $ Chairman 216,000 Other non-Executive Directors 113,000 Actual fees paid in year ended 31 July 2013  (converted to reporting currency) NZD $ Chairman 267,876 Other non-Executive Directors 140,139