CSL Limited Annual Report 2021/22 54 CSL Limited’s Board andmanagement 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 beyondmeeting 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. Key Stakeholders, including Shareholders CEO & Managing Director Global Leadership Group Company Secretary Our People Integrity Patient Focus Collaboration Innovation Superior Performance Committees Board Values Code of Responsible Business Practice Audit and Risk Management Corporate Governance and Nomination Securities and Market Disclosures Innovation and Development Human Resources and Remuneration Board composition Throughout the year there were nine directors on the Board. At the date of this report, there are nine directors on the Board, comprising seven independent non-executive directors, one non-independent non-executive director and one executive director. Since 1 July 2021 to the date of this report, the following changes to directorships occurred: • Professor Duncan Maskell and Ms Alison Watkins were appointed to the Board on 18 August 2021 and were elected as directors at the 2021 Annual General Meeting (AGM); • Dr Brian McNamee was re-elected as a director and Chair of the Board at the 2021 AGM; and • Professor Andrew Cuthbertson retired from the Board as an Executive Director on 1 October 2021 and was re-elected 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 2021/22 Corporate Governance Statement available at https://www.csl.com/ our-company/corporate-governance. 10 Governance
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