CSL Ltd Annual Report 2019

Directors' Report The Board of Directors of CSL Limited (CSL) has pleasure in presenting this report on the consolidated entity for the year ended 30 June 2019. 1. Directors The Directors who served at any time during FY2019 or up until the date of this Directors’ Report were Professor John Shine AC, Dr Brian McNamee AO, Mr Paul Perreault, Professor Andrew Cuthbertson AO, Mr Bruce Brook, Mr David Anstice AO, Dr Megan Clark AC, Mr Abbas Hussain, Ms Marie McDonald, Ms Christine O’Reilly and Dr Tadataka Yamada KBE. Further details of the current Directors are set out in section 10 of CSL’s 2018/19 Annual Report or CSL’s website, CSL.com . These details include the period for which each Director held office up to the date of this Directors’ Report, their qualifications, independence, experience and particular responsibilities, the directorships held in other listed companies since 1 July 2016 and the period for which each directorship has been held. Professor John Shine retired as Chairman and a Non- executive Director of CSL on 17 October 2018, having been a Non-executive Director of CSL since June 2006. Dr Brian McNamee AO assumed the role of Chairman of CSL from 17 October 2018. Mr David Anstice served as a Non-executive Director of CSL from September 2008 until his retirement on 17 October 2018. Professor Robert Andrew Cuthbertson AO was appointed as an Executive Director of CSL with effect from 17 October 2018. 2. Company Secretaries Ms Fiona Mead, B.Com/LLB (Hons) FGIA, GAICD, was appointed and commenced in the position of Company Secretary and Head of Corporate Governance on 4 June 2018 and continues in office as at the date of this report. Ms Mead was previously the Company Secretary and a member of the Executive Leadership Team at Tabcorp Holdings Limited. Prior to that, she was the Company Secretary at Asciano Limited. Ms Mead also served as Assistant Company Secretary at Telstra Corporation. On 16 August 2011, Mr J A G Levy, CPA, was appointed as Assistant Company Secretary and continues in office as at the date of this report. Mr Levy has held a number of senior finance positions within the CSL Group since joining CSL in 1989. 3. Directors’ Attendances at Meetings The Board meets as often as necessary to fulfil its role. Directors are required to allocate sufficient time to CSL to perform their responsibilities effectively, including adequate time to prepare for Board meetings. During the reporting year, the Board met seven times, with six of those meetings held in Australia and one in the United States. Members of the Global Leadership Group and other members of senior management attend Board meetings by invitation. Attendance at Board and standing Board committeemeetings during FY2019 is set out in table 1 below. The Directors also visited various locations of the CSL Group’s operations inside and outside Australia and met with local management. Table 1: FY2019 Director Attendance at Board and Committee meetings Board of Directors Audit & Risk Management Committee Securities & Market Disclosure Committee Human Resources & Remuneration Committee Innovation & Development Committee Corporate Governance & Nomination Committee A B A B A B A B A B A B B McNamee 7 7 4* 6 6 4* 3 3 3 3 J Shine 2 2 2 2 D Anstice 2 2 2 2 B Brook 7 7 5 5 1* 3* 3 3 M Clark 7 7 2* 5 5 3 3 3 3 A Cuthbertson 5 5 3 3 A Hussain 7 7 2* 5 5 3 3 MMcDonald 7 7 5 5 5 5 3* P Perreault 7 7 5* 6 6 5* 3 3 3* C O’Reilly 7 7 5 5 5 5 2* 3 3 T Yamada 7 7 3 3 A Number of meetings held whilst a member. B Number of meetings attended. Board Committee Meetings are open to all Directors to attend. Where a Director attended a meeting of a Committee of which they were not a member, it is indicated with an asterisk*. CSL Limited Annual Report 2019 50