The New Zealand Shareholders Association (NZSA) has said it will vote against Kathmandu’s proposal to increase the fee pool for its directors by 25 per cent.
The association said the outdoor gear and clothing retailer has not disclosed why the increase is necessary.
“We do not believe the board has provided the necessary information or made the fact-based case for an increase in the pool,” the NZSA told members.
“The level of information provided is unacceptable in the modern era,” the association said. “Based on this poor disclosure, we see no alternative to voting undirected proxies against this resolution.”
Kathmandu’s board has proposed a A$200,000 ($213,251.08) increase to the fee pool for directors, from A$800,000 ($853,004.33) to A$1 million ($1,066,255.41).
The fee pool was last increased at the 2011 annual meeting. Current fees are: A$229,000 ($244,172.49) for the chair, and A$120,000 ($127,950.65) for directors. The managing director is not paid any director’s fees.
According to the association, based on the current board size, the fees total A$709,000 and are within the current pool limit of A$800,000.
“While there are differences in the individual fees paid to directors, there is no breakdown of how these are derived or whether they partly relate to board committee work,” the NZSA said in a statement.
It added there is no external independent report including company comparator information, nor any indication of the proposed individual fees for FY19.
But in the company’s 2018 annual report, details about individual director’s fees and how they were derived were reported on pages 21 and 63.
Nevertheless, the NZSA said it will vote undirected proxies against the increase at the retailer’s upcoming annual general meeting in Auckland on November 23.
The NZSA will vote in favour of reelecting Australian-based David Kirk and Sandra McPhee as independent directors. Kirk was appointed to the board in November 2013, McPhee in October 2009.
The association will also vote in favour of the grand of performance rights to managing director Xavier Simonet.
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