CSL Ltd Annual Report 2019

Key Stakeholders, including Shareholders Board CEO & Managing Director Global Leadership Group Company Secretary Our People Committees Audit & Risk Management Integrity Patient Focus Collaboration Innovation Superior Performance Corporate Governance & Nomination Human Resources & Remuneration Innovation & Development Securities & Market Disclosures Code of Responsible Business Practice Values 10 Governance structure Our approach to corporate governance and the role it plays goes well beyond meeting our compliance obligations. We believe that our governance framework fosters our high performing and respectful culture while underpinning our values of integrity, patient focus, collaboration, innovation and superior performance. The Board has a formal charter documenting its membership, operating procedures and the allocation of responsibilities between the Board and management. CSL’s Board charter is central to the governance framework at CSL as it embodies our corporate purpose, strategy and values and defines when we are successful. CSL’s Board of Directors is responsible for oversight of the management of CSL and providing strategic direction. It monitors operational and financial performance, human resources policies and practices and approves CSL’s budgets and business plans. It is also responsible for overseeing CSL’s risk management, financial reporting and compliance framework. The Board has delegated the day-to-day management of CSL, and the implementation of approved business plans and strategies, to the Managing Director, who in turn may further delegate to senior management. The diagram shows the governance framework of CSL. Robust processes are in place to ensure the delegation flows through the Board and its committees to the CEO and Managing Director, the Global Leadership Group (GLG) and into the organisation. The CEO and GLG have responsibility for the day- to-day management of the Group. Our governance framework also aligns the flow of information and accountability from our people, through the management levels, to the Board and ultimately our shareholders and key stakeholders. Board composition Throughout the year there were nine or ten directors on the Board. As at the date of this report, there were nine directors on the Board, comprising seven independent, non-executive directors. One new director, Professor Andrew Cuthbertson AO, was elected to the Board during the financial year. Two directors, Professor John Shine AC and Mr David Anstice AO, retired from the Board during the financial year. Dr Brian McNamee AO, Mr Abbas Hussain and Professor Andrew Cuthbertson AO were re-elected as directors, at the 2018 Annual General Meeting (AGM). The Board is focused on maintaining an appropriate mix of skills and diversity in its membership. This includes range of skills, experience and background in the pharmaceutical industry, international business, finance and accounting and management, as well as gender diversity. A detailed matrix of Board skills is available in CSL’s 2018/19 Corporate Governance Statement available on CSL.com. CSL Limited’s Board and management teammaintain high standards of corporate governance as part of CSL’s commitment to maximise shareholder value. This is achieved through promoting effective strategic planning, risk management, transparency and corporate responsibility. CSL Limited Annual Report 2019 42 Governance