CSL Ltd Annual Report 2019

9. Remuneration Governance 9.1 Human Resources and Remuneration Committee (HRRC) The HRRC has oversight of all aspects of remuneration at CSL. The Board has delegated responsibility to the HRRC for reviewing and making recommendations to the Board with regard to: • Executive remuneration design; • Approval of awards to the CEO; • Senior executive succession planning; • The design and implementation of any incentive plan (including equity based arrangements); • The remuneration and other benefits applicable to NEDs; and • The CSL diversity policy and measurable objectives for achieving gender diversity. The HRRC is able to approve the remuneration of Executive KMP (excluding the CEO). Full responsibilities of the HRRC are outlined in its Charter, which is reviewed annually. The Charter is available on CSL’s website at http://www.csl.com.au/about/governance.htm The HRRC comprises four independent NEDs: Dr Megan Clark AC (Chair), Mr Abbas Hussain, Ms Marie McDonald and Ms Christine O’Reilly. The Chairman of the Board and other NEDs may attend in an ex officio capacity and the HRRC may invite members of the management team and external advisers to attend its meetings. A portion of all meetings is NED only attendance. 9.2 HRRC Activities During 2019, the HRRC met formally on five occasions involving the following activities: • Review of the executive remuneration framework; • Review and consideration of investor feedback received across the year; • Appointment of external remuneration advisers; • Review of senior executive appointments and remuneration arrangements; • Review of STI and LTI arrangements, and reward outcomes for senior executives; • Review of the CSL diversity objectives and report, and gender pay review and progress against diversity objectives; • Review of talent and succession planning for senior executives; • Review of long term remuneration strategy and global trends in remuneration; • Review of NED remuneration; and • Review of the HRRC Charter and HRRC performance. 9.3 External Remuneration Advice As appropriate, the Board and the HRRC seek and consider advice directly from external advisers, who are independent of management. In 2019 the HRRC engaged the services of Aon Consulting in the US, and EY in Australia. Under engagement and communication protocols adopted by CSL, the market data and other advice were provided directly to the HRRC by both Aon Consulting and EY. Neither Aon Consulting nor EY provided a ‘Remuneration Recommendation’ as defined in the Corporations Act 2001 during the 2019 financial year. 9.4 Securities Dealing The CSL Securities Dealing Policy prohibits employees from using price protection arrangements (e.g. hedging) in respect of CSL securities, or allowing them to be used. The Policy also provides that no CSL securities can be used in connection with a margin loan. Upon vesting of an award, an employee may only deal in their CSL securities in accordance with the Policy. A breach of the Policy may result in disciplinary action. A copy of the Policy is available on the CSL Limited website at http://www.csl.com.au/about/governance.htm . 9.5 Minimum Shareholding Guideline To be met within a target of the first five years of appointment, or within five years for current incumbents, and to be held whilst in the role at CSL, the following levels of vested equity must be held: • CEO: Three times base salary; • Executive KMP: One times base salary; and • NEDs: One times base fee. As at 30 June 2019, all hold, or are on track to hold, the minimum shareholding requirement within the relevant time period. CSL Limited Annual Report 2019 87