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## directors’ report 

YOUR DIRECTORS PRESENT THEIR REPORT AND THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2013. 

## DIRECTORS 

The following persons were Directors of Kathmandu Holdings Limited during the financial year. 

## James Strong 

Was re-appointed Chairman, non-Executive Director, Member of the Audit and Risk Committee, Member of the Remuneration and Nominee Committee on 16 November 2012, and ceased in these offices as at 4 March 2013. 

## Peter Halkett 

Was appointed as Managing Director and Chief Executive Officer on 9 October 2009, and continues in these offices at the date of this report. 

## Mark Todd 

Was re-appointed as an Executive Director on 18 November 2011 and appointed as Finance Director, Chief Financial Officer and Company Secretary on 9 October 2009, and continues in these offices at the date of this report. 

## John Harvey 

Was re-appointed as a non-Executive Director, Chair of the Audit and Risk Committee, Member of the Remuneration and Nominee Committee on 16 November 2012, appointed as Interim Chairman and retired as Chair of the Audit and Risk Committee on 25 March 2013. He continues in these offices at the date of this report. 

## John Holland 

Was re-appointed as a non-Executive Director, Member of the Audit and Risk Committee, Member of the Remuneration and Nominee Committee on 24 November 2010, appointed as Interim Chair of the Audit and Risk Committee on 25 March 2013, and continues in these offices at the date of this report. 

## Sandra McPhee 

Was re-appointed as a non-Executive Director, Member of the Audit and Risk Committee, Chair of the Remuneration and Nominee Committee on 18 November 2011, and continues in these offices at the date of this report. 

## Christine Cross 

Was appointed as a non-Executive Director, Member of the Remuneration and Nominee Committee on 12 December 2012, and continues in these offices at the date of this report. 

## RETIREMENT OF DIRECTORS 

In accordance with the Company’s constitution, John Holland and Sandra McPhee will retire as Directors at the annual general meeting and being eligible, offer themselves for re-election. 

## MEETING OF DIRECTORS 

The number of meetings of the Board of Directors and Committees held during the year ended 31 July 2013 and the numbers of meetings attended by each Director were: 

<img src='content_image/197942.jpg'>

A - Number of meetings attended 

B - Number of meetings held during the time the Director held office during the year 

XX - Not a member of relevant Committee 

## REVIEW OF OPERATIONS 

The profit of the consolidated entity for the financial year after providing for income tax amounted to $44,174,000 (2012: $34,852,000). 

A detailed review of operations is provided on pages 2 to 11 of this annual report. 

## SIGNIFICANT CHANGES OF AFFAIRS 

There has been no material change in the state of affairs of the Company or the Group. 

## PRINCIPAL ACTIVITIES 

The Group’s principal activity in the course of the financial year was the design, marketing and retailing of clothing and equipment for outdoor, travel and adventure. It operates in New Zealand, Australia and the United Kingdom. 

## MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR 

No matters or circumstances have arisen since the end of the financial year which significantly affect or may significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years. 

## LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS 

Likely developments in the operations of the consolidated entity and the expected results of those operations in future financial years are contained on pages 2 to 11 of this annual report. 

