16 ANNUAL REPORT  2013 KATHMANDU The consolidated entity's operations are not regulated by  any significant environmental regulation under a law of the  Commonwealth or of a State or Territory of Australia, or  of New Zealand. Since the end of the financial year the Directors have declared  the payment of a final ordinary dividend of NZ 9.0 cents per  share. Dividends will carry full New Zealand imputation credits  and full Australian franking credits. The dividend will be paid on  22 November 2013. The Company does not currently have an active dividend re- investment plan. A PRINCIPLES USED TO DETERMINE THE NATURE  AND AMOUNT OF REMUNERATION ENVIRONMENTAL REGULATION  DIVIDENDS  REMUNERATION REPORT The Company has entered into deeds of indemnity, insurance  and access with each Director which confirms each person’s  right of access to certain books and records of the Company  for a period of seven years after the Director ceases to hold  office. This seven year period can be extended where certain  proceedings or investigations commence before the seven  years expires. The deed also requires the Company to provide  an indemnity for liability incurred as an officer of the Company,  to the maximum extent permitted by law. INSURANCE OF OFFICERS  Indemnification: Pursuant to the Constitution, the Company  is required to indemnify all Directors and employees, past and  present against all liabilities allowed under law. The Company  has entered into an agreement with each Director to indemnify  those parties against all liabilities to another person that may  arise from their position as Director or other officer of the  Company or its controlled entities to the extent permitted by  law. The deed stipulates that the Company will meet the full  amount of any such liabilities, including reasonable legal costs  and expenses. Insurance: Pursuant to the Constitution, the Company may  arrange and maintain Directors’ and officers’ insurance during  each Director’s period of office, and for a period of seven years  after a Director ceases to hold office. This seven year period  can be extended where certain proceedings or investigations  commence before the seven years expires. The remuneration report is set out in the following sections:  The information provided in this remuneration report has not  been audited as Kathmandu Holdings Limited is a foreign  company in terms of the Corporations Act 2001 (Australia).  However, the report provided generally follows the same  principles applied by Australian companies listed on the ASX,  A PRINCIPLES USED TO DETERMINE THE NATURE  AND AMOUNT OF REMUNERATION  B DETAILS OF REMUNERATION  C SERVICE AGREEMENTS  D DETAILS OF SHARE-BASED COMPENSATION  E ADDITIONAL INFORMATION, PERFORMANCE  RIGHTS VESTING  • a greater proportion of total remuneration (at least  45%) that is “at risk”, i.e. contingent upon the  achievement of performance hurdles, and The Executive Directors (Chief Executive Officer and Chief  Financial Officer) should, relative to other Executives have  Key management personnel includes all Executives,  which are personnel who are reporting directly to the Chief  Executive Officer or Chief Financial Officer, designated  as an Executive by the CEO and with responsibility and  authority for management of a significant profit or cost  centre. Executives should have a substantial portion (as  a target no less than one-third) of their total remuneration  aligned with reward for creating shareholder value. This  should generally be achieved through the application of  appropriate and measureable performance hurdles to be  met as criteria for receiving incentive based remuneration  by way of cash or equity; The opportunity to participate in equity based rewards  should be a component of the reward structure for key  management personnel, both to align their reward with the  creation of shareholder value, and to encourage their  ongoing participation in and retention by the Company; The alignment and mix of remuneration should not be  based primarily upon cash incentives earned from Company  short term profit performance. The remuneration  framework recognises the varying Executive roles,  remunerates these accordingly and has an incentive  structure that has a reduced and appropriate proportion of  total remuneration that is cash based; Those employees with the ability to influence the  achievement of the Company’s strategic objectives and  business plans (“key management and senior management  personnel”) should be rewarded by way of performance  based rewards structured to reflect achievement against  those objectives and plans; Remuneration (quantum and/or structures) whether  measured at base or total level, should be market  competitive, and generally account for key relevant  internal and external factors such as employee level of  responsibility and place of domicile, Company  commercial circumstances, and market practice; and the audited remuneration disclosures contained in note 9 of  the financial statements generally comply with those required  under the Corporations Act 2001 (Australia). The Company’s Remuneration and Nomination Committee is  the primary body that determines the quantum and framework  of Directors and Executive remuneration. The composition, role  and responsibility of the Committee is outlined in the Corporate  Governance Statement on page 26 of this annual report.  The Committee adopts a series of principles in determining  remuneration related decisions. The principles used are: