CSL Ltd Annual Report 2021

CSL Limited’s Board and management teammaintain high standards of corporate governance as part of CSL’s commitment to maximise shareholder value. This is achieved through promoting effective strategic planning, risk management, transparency and corporate responsibility. Governance structure Our approach to corporate governance and the role it plays goes well beyond meeting our compliance obligations. We believe that our governance framework fosters our high performing and respectful culture while underpinning CSL’s Values of Patient Focus, Innovation, Integrity, Collaboration and Superior Performance. The Board has a formal charter documenting its membership, operating procedures and the allocation of responsibilities between the Board and management. CSL’s Board charter is central to the governance framework at CSL as it embodies our corporate purpose, strategy and values and defines when we are successful. CSL’s Board of Directors is responsible for overseeing the management of CSL and providing strategic direction. It monitors operational and financial performance, strategic human resource matters and approves CSL’s budgets and business plans. It is also responsible for overseeing CSL’s risk management, financial reporting and compliance framework. The Board has delegated the day-to-day management of CSL, and the implementation of approved business plans and strategies, to the CEO and Managing Director, who in turn may further delegate to senior management. The following diagram shows the governance framework of CSL. Robust processes are in place to ensure the delegation flows through the Board and its committees to the CEO and Managing Director, the Global Leadership Group (GLG) and into the organisation. The CEO and Managing Director and GLG have responsibility for the day-to-day management of the Group. Our governance framework also aligns the flow of information and accountability from our people, through the management levels, to the Board and ultimately our shareholders and key stakeholders. Board composition Throughout the year there were between 7 and 10 directors on the Board. At the date of this report, there are 8 directors on the Board, comprising five independent, Non-Executive directors and two Executive directors. Since 1 July 2020 to the date of this report, the following changes to directorships occurred: – Ms Christine O’Reilly retired from the Board, effective at the end of the 2020 Annual General Meeting (AGM); – Mr Bruce Brook was re-elected as a director at the 2020 AGM; – Mr Pascal Soriot was appointed to the Board on 19 August 2020; Mr Pascal Soriot and Ms Carolyn Hewson AO were elected as directors at the 2020 AGM; – Mr Pascal Soriot retired from the Board, effective from 1 February 2021; – Mr Abbas Hussain retired from the Board, effective 25 June 2021; – Ms Alison Watkins was appointed to the Board, effective 19 August 2021, and will seek election at the 2021 AGM; and – Professor Andrew Cuthbertson AO is retiring from the Board as an Executive Director effective 1 October 2021, and will seek re-election as a Non-Executive Director at the 2021 AGM. The Board is focused on maintaining an appropriate mix of skills and diversity in its membership. This includes a range of skills, experience and background in the pharmaceutical industry, international business, finance and accounting, and management, as well as gender diversity. A detailed matrix of Board skills is available in CSL’s 2020/21 Corporate Governance Statement available at CSL.com (Our Company > Corporate Governance). 12 Governance Key Stakeholders, including Shareholders Board CEO & Managing Director Global Leadership Group Company Secretary Our People Committees Audit & Risk Management Integrity Patient Focus Collaboration Innovation Superior Performance Corporate Governance & Nomination Human Resources & Remuneration Innovation & Development Securities & Market Disclosures Code of Responsible Business Practice Values CSL Limited Annual Report 2020/21 60