annual report 2005 - Pumpkin Patch investor relations

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Board and Committee meetings held during the year: Board Meetings Chrissy Conyngham 8 Audit, Compliance and Risk Management Committee Remuneration and Nomination Committee Jane Freeman 9 3 2 David Jackson 9 3 2 Greg Muir 9 Maurice Prendergast 8 Sally Synnott 8 1 2 Total Meetings Held 9 3 2 independent directors The Company considers that two of the current six Directors are independent directors, namely Jane Freeman and David Jackson. The remaining four directors are deemed not to be independent due to disqualifying relationships as defined in NZX Listing Rules; Chrissy Conyngham, Greg Muir, and Maurice Prendergast due to being executives in the Company, and Sally Synnott due to having a beneficial interest in securities held by a substantial security holder. The Company notes that it has a minimum of two independent Directors as required by the NZX Listing Rules. Having reviewed the composition of the Board, the Company considers the Directors hold an appropriate mix of skills, expertise, and independence. share trading by directors and officers The Company has formal procedures that directors and officers are to follow when trading in Pumpkin Patch Limited shares. Directors and officers must notify and obtain the consent of the Remuneration and Nominations Committee prior to trading. All trading must be conducted within two trading window periods. These periods commence from the date on which the annual and half year results are announced and run for four weeks. A copy of this policy is available on the Company’s website www.pumpkinpatch.biz continuous disclosure policy The Board has adopted a Market Disclosure Policy to provide a framework to assist the Company to meet its obligations under the NZX continuous disclosure rules. A copy of this policy is available on the Company’s website www.pumpkinpatch.biz In the period 1 August 2004 to 31 July 2005 the Company made the following disclosures to the market: - 24 September 2004: release of the audited result for the full year ended 31 July 2004 - 20 December 2004: provided the market with guidance on the Company’s expected result for the year ended 31 July 2005 - 17 February 2005: release of the unaudited result for the half year ended 31 January 2005 - 8 April 2005: announcement of the Company’s intention to enter the USA retail market The Company believes it has met its obligations under the NZX continuous disclosure rules. 16
external auditor independence To ensure the independence of the Company’s external auditor is maintained the Board has agreed the external auditor should not provide any services not permitted under IFAC (International Federation of Accountants) auditor independence regulations. The Audit, Compliance and Risk Management Committee review services provided by the external auditor to ensure the Company complies with this policy. risk management The Company has a number of risk management policies that are designed to: • safeguard the assets and reputation of the Company • protect the interests of shareholders, and • enhance the Company’s performance. The Board has ultimate responsibility for internal control and compliance across the Company. 17
Page 1 and 2: annual report 2005
Page 4 and 5: contents performance highlights 1 f
Page 6 and 7: financial highlights Year ended 31
Page 8 and 9: id culture
Page 10 and 11: id culture managing director’s re
Page 12 and 13: id culture United Kingdom retail 20
Page 14 and 15: ur team spirit! directors Greg Muir
Page 16 and 17: ur team spirit! senior management t
Page 19: corporate governance The Board of D
Page 24 and 25: directors shareholdings 31 July 200
Page 27 and 28: Pumpkin Patch Limited & Subsidiarie
Page 56 and 57: shareholder information for the yea
Page 59 and 60: corporate directory registered offi

annual report 2005 - Pumpkin Patch investor relations

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