Directors’ Report 10. Remuneration Governance The following diagram illustrates CSL’s remuneration governance framework. CSL Board: The Board is responsible for the oversight and strategic direction of CSL. It monitors operational and financial performance, human resources policies and practices, and approves the company’s budgets and business plans. It is also responsible for overseeing CSL’s risk management, financial reporting and compliance framework. The Board reviews, makes comment on and, as appropriate, approves remuneration recommendations from the HRRC. The Board approves the remuneration and remuneration outcomes for the CEO and Non-Executive Directors and approves the policies and processes that govern both. 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). Members Dr Megan Clark AC (Chair), Ms Carolyn Hewson AO, Ms Marie McDonald and Ms Alison Watkins AM. Joint HRRC and ARMC meetings: The Committees meet jointly at least annually to review and consider relevant risk management matters in the determination of the Executive KMP remuneration outcomes. ARMC: The ARMC assists the Board in the governance of CSL’s financial reporting and disclosures, risk identification and management, and compliance, and oversees and monitors ESG performance. The ARMC advises the HRRC on any material risk management and financial matters that may impact remuneration outcomes. External Remuneration Advisers: The Board and the HRRC may seek and consider advice directly from external advisers, who are independent of management. In 2022 the HRRC engaged the services of Aon Consulting in the U.S., 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 Remuneration Recommendations during the 2022 financial year. CSL Limited Annual Report 2021/22 94
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