CSL Ltd Annual Report 2020

8.4.2 Non-Executive Director Shareholdings Details of shares held directly, indirectly or beneficially by each NED, including their related parties, is provided in Table 16. Any amounts are presented in US Dollars. Details of Rights held directly, indirectly or beneficially by each NED, including their related parties, is provided in Table 17. Following the vesting of awards, any trading undertaken by NEDs was subject to the Group Securities Dealing Policy (outlined in section 9.6). Table 16: Non-Executive Director Shareholdings KMP Balance at 1 July 2019 Number of shares acquired on exercise of Rights during year Value of shares acquired on exercise of Rights during year US$ 36 Number of (Shares Sold)/ Purchased Balance at 30 June 2020 Non-Executive Director B McNamee 178,049 766 142,173 (17,758) 161,057 B Brook 4,964 358 69,168 – 5,322 M Clark 2,663 206 38,785 355 3,224 C Hewson – – – 174 174 A Hussain 41 – – – 41 M McDonald 2,701 282 53,977 – 2,983 C O’Reilly 3,384 308 57,989 – 3,692 Former Non-Executive Director T Yamada 37 283 – – – 283 There have been no movements in shareholdings of NEDs between 30 June 2020 and the date of this Report. Table 17: Non-Executive Director Right Holdings KMP Instrument Balance at 1 July 2019 Number Granted 38 Face Value of Rights Granted US$ 39 Fair Value of Rights Granted US$ 40 Number Exercised Value of Rights Exercised US$ 41 Number Lapsed Balance at 30 June 2020 Number Vested During Year Balance at 30 June 2020 Vested 42 Unvested Non-Executive Director B McNamee Right 420 692 111,131 106,344 766 142,173 – 346 766 – 346 B Brook Right 157 402 64,559 61,778 358 69,168 – 201 358 – 201 M Clark Right 105 201 32,279 30,889 206 38,785 – 100 206 – 100 C Hewson Right – 388 88,350 86,423 – – – 388 – – 388 A Hussain Right 210 201 32,279 30,889 – – – 411 206 311 100 M McDonald Right 131 302 48,499 46,410 282 53,977 – 151 282 – 151 C O’Reilly Right 157 302 48,499 46,410 308 57,989 – 151 308 – 151 Former Non-Executive Director T Yamada 43 Right 1,051 1,006 161,558 154,598 – – – 2,057 525 1,051 1,006 36 The value at exercise date has been determined by the share price at the close of business on the exercise date multiplied by the number of Rights exercised during 2020. The AUD value was converted to USD at an average rate for the year of 1.48735. 37 The closing balance for T Yamada is 16 October 2019 being the date T Yamada ceased to be a Non-Executive Director and KMP. 38 The number of Rights granted is determined by dividing the NEDs elected percentage of pre-tax base fee (minimum 20%) by the five day volume weighted average price at which CSL shares were traded on the ASX ending on (and including) the last ASX trading day prior to the date of grant of the Rights being 21 August 2019 of A$230.46. The Rights were granted on 22 August 2019 in two tranches. Tranche one had a vesting date of 17 February 2020 and tranche two vests 24 August 2020. For C Hewson, the five day volume weighted average price at which CSL shares were traded on the ASX ending on (and including) the last ASX trading day prior to the date of grant of the Rights, 19 February 2020, was A$332.64. The Rights were granted on 20 February 2020 in one tranche with a vesting date of 24 August 2020. 39 The value at grant date has been determined by the share price at the close of business on the grant date of 22 August 2019 being A$238.86 and for C Hewson the share price at the close of business on 20 February of A$338.68 multiplied by the number of Rights granted during 2020. The AUD value was converted to USD at an average exchange rate for the year of 1.48735. 40 The value of Rights is calculated based on an assessment of the fair market value of the instruments in accordance with the accounting standards (refer to Note 18 in the Financial Statements). The fair value of each Right granted on 22 August 2019 was Tranche 1: A$229.22 and Tranche 2: A$227.92 and for C Hewson A$331.29 multiplied by the number of Rights granted during 2020. 41 The value at exercise date has been determined by the share price at the close of business on the exercise date multiplied by the number of Rights exercised during 2020. The AUD value was converted to USD at an average exchange rate for the year of 1.48735. Australian based NEDs have Rights exercised at the vesting date and a holding lock is placed on the shares for a period of three to fifteen years as elected by the NED. The UK and US based NED hold vested but unexercisable Rights until the end of the nominated restriction period. 42 Vested Rights are exercisable to the NED at the end of the nominated restriction period. All vested Rights are currently unexercisable until the end of the nominated restriction period. 43 The closing balance for T Yamada is 16 October 2019 being the date T Yamada ceased to be a Non-Executive Director and KMP. CSL Limited Annual Report 2020 90 Directors’ Report