KATHMANDU ANNUAL REPORT  2013 25 BOARD, MANAGEMENT AND CORPORATE GOVERNANCE corporate governance BOARD CHARTERS OF DIRECTORS AND  ITS COMMITTEES  INDEPENDENCE OF DIRECTORS  BOARD COMMITTEES  BOARD COMPOSITION  The Board and management of the Company are committed to ensuring that the Company adheres to best practice governance  principles and maintains the highest ethical standards. The Board is responsible for the overall corporate governance of the  Company, including adopting the appropriate policies and procedures and seeking to ensure Directors, management and  employees fulfil their functions effectively and responsibly. The Company is listed on both the New Zealand and Australian stock  exchanges. Corporate governance principles and guidelines have been introduced in both countries. These include the Australian  Securities Exchange (ASX) Corporate Governance Council Corporate Governance Principles and Recommendations, the New  Zealand Stock Exchange Listing Rules relating to corporate governance, the NZX Corporate Governance Best Practice Code, and  the New Zealand Securities Commission’s Corporate Governance Principles and Guidelines (collectively, the Principles). The  Board considers that the Company’s corporate governance practices and procedures substantially reflect the principles. The full  content of the Company’s Corporate Governance policies, practices and procedures can be found on the Company’s website  (www.kathmanduholdings.com). The main policies and practices adopted by the Company are summarised below. 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: The factors that the Company will take into account when  assessing the independence of its Directors are set out in  its Charter, a copy of which is available on the Company’s  website (www.kathmanduholdings.com). The Managing Director (Peter Halkett) and Finance Director  (Mark Todd) are employed by the Company or another Group  member in an executive capacity and are not considered to  be independent Directors based on the criteria set out in the  Board Charter. All remaining Directors satisfy the criteria and  are considered independent Directors, namely John Harvey,  John Holland, Sandra McPhee and Christine Cross. The Board may from time to time establish appropriate  committees to assist in the discharge of its responsibilities.  The Board has established the Audit and Risk Committee  and the Remuneration and Nomination Committee. Other  committees may be established by the Board as and when  required. Membership of Board committees will be based  on the needs of the Company, relevant legislative and other  requirements and the skills and experience of individual  Directors. 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, other than Christine Cross  are members of this committee. John Holland is Chair of  the committee. Audit and Risk Committee  At present, there are six Directors on the Board. Four out of  the six Directors are non-Executive Directors. Peter Halkett,  (Managing Director and Chief Executive Officer), and Mark  Todd (Finance Director and Chief Financial Officer) are the  only Executive Directors on the Board. The Chairman of the  Board is John Harvey. The biography of each Board member,  including each Director’s skills, experience, expertise and the  term of office held by each Director at the date of this Annual  Report is set out in the “Board of Directors” section of this  Annual Report. 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 enhancing Shareholder value; oversight of the Company, 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.