Questions asked at 2021 Kathmandu AGM

November 26, 2021

Questions asked at 2021 Kathmandu AGM.

Did any of the main proxy advisers - ACSI, Ownership Matters, Glass Lewis and ISS - recommend a vote against any of today's resolutions? Which of the proxy advisers are covering us and has their been a material proxy protest vote against any of today's resolutions? Will you disclose the proxy votes before the debate on today's resolutions so shareholders can ask questions if there have been any protest votes?

Since we paid $A350 million for Rip Curl in late 2019, have the founders Brian Singer and Dough Warbrick remained involved with the business through a consultancy or any other formal or informal arrangement. Along with the Rip Curl CEO, they were issued $32m worth of stock as part of the transaction. Have they retained these shares or subsequently sold out?

We claimed $41.13 million in the Australian government's JobKeeper scheme over the past two financial years, putting us in the top 15 for ASX listed companies in terms of JobKeeper claims. Many other ASX listed retailers such as Premier Investments, Super Retail Group and Harvey Norman repaid some or all of their JobKeeper claims. Why didn't we that?

ASX listed companies are required by law to have a non-binding vote on the remuneration report each. Given that a large proportion of our register is owned by Australian-based investors, can chair David Kirk pleased comment on why we don't voluntarily embrace an annual vote on our remuneration policies?

Australian law gives an exemption to CEOs from the director election process. Given that New Zealand law doesn't provide such an exemption to the CEO, we are voting on Michael Daly's election today. Could Michael and the chair both comment on whether Kathmandu will follow the lead of ASX listed Treasury Wine Estates and voluntarily embrace annual elections of directors as is required in the US and UK, in order to provide greater board accountability to shareholders.

COVID and border closures has made it very difficult for geographically diverse boards to meet in person. Could Abby comment on how challenging this has been for her as a non-executive director and could the chair outline where all our directors and key executives are based and how the challenges of border closures and COVID has been managed.

Congratulations to David Kirk on just having his biggest ever pay day through Balidor's exit from the Siteminder business which recently floated and is today valued at $A1.8 billion. Could he comment on how focused and motivated he remains as the non-executive chair of Kathmandu, when he has far more skin in the game and exciting deals to pursue in his private equity style Balidor business. Is he committed to serving a full 3 year term as chair?

It is unusual for a company to take over another business and then promote the CEO of the target company to later become CEO of the whole empire. Could Michael Daly comment on whether this arrangement was contemplated when the Rip Curl acquisition was done in 2019 and could he clarify how many Kathmandu shares he received as part of the sale and whether he retained all of these shares? Also, what is the current status of Michael's relationship with Rip Curl founders Brian Singer and Doug Warbrick?

The Australian Financial Review reported this month that Australia's biggest auditor PwC has used dozens of unqualified workers, on lower salaries and with less training and resources than their main office counterpart, to complete audit work for large listed clients from an unbranded office in western Sydney's Parramatta. Could our PwC auditor comment on whether this is true & whether any Kathmandu auditing was done from this unbranded Parramatta office. Could ex PwC partner John Harvey also comment on this situation?

Given the interesting discussions across a range of topics today, including the auditor pay issue, could the chair undertake to make an archived copy of the webcast plus a full transcript available on the company's website. Will the excellent past policy of lodging a full AGM transcript on the ASX and NZSE be continued this year. This doesn't happen in Australia and is commendable transparency so well done for that.

Kathmandu has more than 12,000 shareholders. What is going on with no one in New Zealand bothering to register online and ask questions at the AGM of this iconic company? Doesn't the New Zealand Shareholders Association normally come along and ask questions at the AGMs of prominent Kiwi public companies, so that they don't descend into a non-event with no questions. Can the board at least line up some staff to ask a few informed questions at next year's AGM.