CSL Ltd Annual Report 2019

The Environment Protection Authority (EPA) in Victoria, Australia or any other equivalent Australian interstate or foreign government agency in relation to CSL’s Australian, European, North American or Asia Pacific operations have not issued any notice for environmental breaches during the year ended 30 June 2019. CSL is currently finalising plans for remediation of impacted groundwater from historical contamination in a small portion of the Parkville site. In 2018/19, CSL, Parkville, closed out the Stage 1 non-compliance notice issued by the local water authority for elevated sulphide in wastewater discharged from the Parkville site. CSL implemented corrective and preventive actions and continues sampling to demonstrate ongoing compliance. In July 2018, Seqirus, Liverpool, reported a refrigerant leak on a newly installed system. The local Environmental Authority responded with an inspection and compliance notice. Corrections were completed with no fines issued. In May 2019, CSL Behring, Broadmeadows, received a Stage 1 non-compliance notice from the local water authority for an elevated concentration of acetic acid in a sample of wastewater discharged to the sewer. CSL is investigating this event and is cooperating with the authority to resolve the issue. Australian and foreign laws regulate environmental obligations and waste discharge quotas. Government agency audits and site inspections monitor CSL environmental performance. The EHS 2 function continues to refine standards, processes, and data collection systems so CSL is ready to meet the new regulatory requirements. As part of compliance and continuous improvement in regulatory and voluntary environmental performance, CSL continues to report on key environmental aspects including energy consumption, emissions, water use and management of waste as part of CSL’s annual reporting on CSL.com (see Corporate Responsibility) and submission to the CDP (previously known as Carbon Disclosure Project). CSL has met its reporting obligations under the Australian Government’s National Greenhouse and Energy Reporting Act (2007) and Victorian Government’s Industrial Waste Management Policy (National Pollutant Inventory). Monitoring environment, climate change risks, and control measures means that CSL is ready for new and emerging regulatory requirements. CSL’s environmental performance is particularly important and relevant to select stakeholders and CSL reaffirms its commitment to continue to participate in initiatives such as CDP’s (climate change and water disclosures) to help inform investors of its environmental management approach and performance. Additional EHS 2 performance details, including workplace safety, will be provided in Section 8 of CSL’s 2018/19 Annual Report and on CSL.com. 10. Directors’ Shareholdings and Interests At 30 June 2019, the interests of the Directors who held office at 30 June 2019 in the shares, options and performance rights of CSL are set out in the Remuneration Report – Tables 10 and 11 for executive Key Management Personnel (KMP) and Tables 17 and 18 for Non-Executive Directors. It is contrary to Board policy for KMP to limit exposure to risk in relation to these securities. From time to time the Company Secretary makes inquiries of KMP as to their compliance with this policy. There were no shares, performance rights or options granted between 30 June 2019 and the date of this Directors’ Report. 11. Directors’ Interests in Contracts Section 13 of this Report sets out particulars of the Director’s Deed entered into by CSL with each director in relation to access to Board papers, indemnity and insurance. 12. Performance Rights and Options As at 30 June 2019, the number of unissued ordinary shares or interests in CSL under options and under performance rights are set out in Note 18 of the Financial Statements. Holders of options or performance rights do not have any right, by virtue of the options or performance rights, to participate in any share issue by CSL or any other body corporate or in any interest issued by any registered managed investment scheme. The number of options and performance rights exercised or vested during the financial year and the exercise price paid to acquire fully paid ordinary shares in CSL is set out in Note 18 of the Financial Statements. Since the end of the financial year, there has been no change to the information contained in Note 18 to the Financial Statements. 13. Indemnification of Directors and Officers During the financial year, the insurance and indemnity arrangements discussed below were in place concerning directors and officers of the consolidated entity. CSL has entered into a Director’s Deed with each director regarding access to Board papers, indemnity and insurance. Each deed provides: a. an ongoing and unlimited indemnity to the relevant director against liability incurred by that director in or arising out of the conduct of the business of CSL or of a subsidiary (as defined in the Corporations Act 2001 ) or in or arising out of the discharge of the duties of that director. The indemnity is given to the extent permitted by law and to the extent and for the amount that the relevant director is not otherwise entitled to be, and is not actually, indemnified by another person or out of the assets of a corporation, where the liability is incurred in or arising out of the conduct of the business of that corporation or in the discharge of the duties of the director in relation to that corporation; b. that CSL will purchase and annually renew a liability insurance programwhich covers all past, present and future directors and officers against liability for acts and omissions in their respective capacity on behalf of CSL. Coverage will be maintained for a minimum of seven years following the cessation of office for each director appointment for acts or omissions during their time served; and c. the relevant director with a right of access to Board papers relating to the director’s period of appointment as a director for a period of seven years following that director’s cessation of office. Access is permitted where the director is, or may be, defending legal proceedings or appearing before an inquiry or hearing of a government agency or an external administrator, where the proceedings, inquiry or hearing relates to an act or omission of the director in performing the director’s duties to CSL during the director’s period of appointment. CSL Limited Annual Report 2019 55