CSL Ltd Annual Report 2019

7. Executive Key Management Personnel Contractual Arrangements 7.1 Contractual provisions for Executive KMP Executive KMP are employed on individual service contracts that outline the terms of their employment, which include: Duration of Contract Notice Period Employee Notice Period CSL* Termination Payment No fixed term Six months Six months 12 months * CSL may also terminate at any time without notice for serious misconduct and/or breach of contract. 7.2 Other Transactions No loans or related party transactions were made to Executive KMP or their associates during 2019. 8. Non-Executive Director Remuneration 8.1 NED fee policy Feature Description Strategic objective CSL’s NED fee arrangements are designed to appropriately compensate suitably qualified directors, with appropriate experience and expertise, for their Board responsibilities and contribution to Board committees. In the 2019 year, the Board had four Committees for which fees were payable Maximum aggregate fees approved by shareholders The current maximum aggregate fee pool of A$4,000,000 was approved by shareholders on 12 October 2016 and has applied from 1 July 2016. Actual NED fees paid during the year (including superannuation contributions and Committee fees) is within this agreed limit, and totalled A$2,718,342. NEDs may be reimbursed for reasonable expenses incurred by them in the course of discharging their duties and this reimbursement is not included within this limit Remuneration reviews The Board reviews NED fees on an annual basis in line with general industry practice. Fees are set with reference to the responsibilities and time commitments expected of NEDs along with consideration to the level of fees paid to NEDs of comparable Australian companies Independence To ensure independence and impartiality is maintained, NEDs do not receive any performance related remuneration NED Equity In July 2018, a new NED Rights Plan was introduced to enable NEDs to build up meaningful levels of equity more quickly. Under the plan, NEDs will sacrifice at least 20% of their pre-tax base fee in return for a grant of Rights, each Right entitling a NED to acquire one CSL share at no cost. At the end of a nominated restriction period, of three to fifteen years, the NED will be able to access their shares. No price is payable on vesting and exercise of rights. The shares are purchased on-market. Additional shares may be purchased by NEDs on-market at prevailing share prices in accordance with CSL’s Securities Dealing Policy Post-Employment Benefits Superannuation contributions are made in accordance with legislation and are included in the reported base fee and are not additional to the base fee. NEDs are not entitled to any compensation on cessation of appointment Contracts NEDs are appointed under a letter of appointment and are subject to ordinary election and rotation requirements as stipulated in the ASX Listing Rules and CSL Limited’s constitution CSL Limited Annual Report 2019 83