9. Non-Executive Director Remuneration 9.1 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 2022 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 this date. Actual NED fees paid during the 2022 year (including superannuation contributions, NED Rights Plan sacrifice amounts and Committee fees) are within this agreed limit, and totalled A$2,944,126. 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 in conjunction with the HRRC, 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 The NEDs participate in the NED Rights Plan – introduced to enable NEDs to build up meaningful levels of equity more quickly. Under the plan, NEDs 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 additional cost. The number of Rights granted is equivalent to the fee sacrificed divided by the prevailing market price of CSL shares at that time. Rights are allocated in two tranches and vesting occurs following the disclosure of half year and full year financial results following the grant of Rights. For Australian based NEDs, shares are allocated at vesting of the Rights and are then subject to a nominated restriction period of three to fifteen years. For overseas based NEDs, shares are allocated at the end of the nominated three to fifteen year restriction period. At the end of the nominated restriction period the NED is able to access their shares. No price is payable on vesting and exercise of rights. Shares are automatically allocated without the need for exercise by a NED. As this is a salary sacrifice plan, no performance conditions apply to the 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 Shareholding Requirement NEDs must hold CSL shares equal to 100% of their Board base fee within five years from the date of appointment to their role 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 9.2 NED Fees in 2022 The following table provides details of current Board and Committee fees from 1 July 2021. As a truly global business, our NED fee structure allows us to attract and recruit appropriately skilled directors. In 2022, after reviewing both ASX12 and ASX25 comparative Board fees, the Board determined to increase Board and Committee fees by 3% from 1 July 2022. This increase is within the maximum aggregate remuneration that may be paid to all NEDs, as agreed by shareholders at the 2016 AGM, meaning that further shareholder approval to increase these fees was not required. These increases ensure market competitive fees and allow us to attract and retain high quality NEDs. Table 15: NED Fees 2022 and 2023 2022 Fees 2023 Fees Board Chairman Fee A$870,000 A$896,100 Board NED Base Fee A$245,250 A$252,600 Committee Fees Committee Chair Committee Member Committee Chair Committee Member Audit & Risk Management A$70,000 A$34,250 A$72,100 A$35,300 Corporate Governance & Nomination A$30,100 A$15,100 A$31,000 A$15,550 Human Resources & Remuneration A$60,000 A$30,100 A$61,800 A$31,000 Innovation & Development A$58,150 A$30,100 A$59,900 A$31,000 A travel allowance of A$15,000 per annum is in place for those NEDs who reside outside of Australia and travel to and from Australia to attend Board and Committee meetings. Where no travel is undertaken in a quarter, no allowance is paid. In 2022, no allowance was paid. CSL Limited Annual Report 2021/22 91
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