Directors’ Report 10.3 Contractual Provisions for Executive KMP Executive KMP are employed on individual service contracts that outline the terms of their employment, which include: Duration of Contract Notice Period Employee Notice Period CSL* Termination Payment No fixed term Six months Six months 12 months *CSL may also terminate at any time without notice for serious misconduct and/or breach of contract. 10.4 Other Transactions No loans were made, guaranteed or secured, directly or indirectly by CSL or any of its subsidiaries, to any Executive KMP or their related parties during 2022. No loans were made to NEDs during 2022. To the extent that there were transactions between the Company and an organisation with which a NEDmay be connected or associated, those transactions were all on normal commercial arms’ length terms, immaterial, and the relevant NED had no involvement in any procurement or other Board decisionmaking related to the transaction. 10.5 Malus and Clawback Policy CSL operates a Malus and Clawback Policy. ‘Malus’ means adjusting or cancelling all or part of an individual’s variable reward as a consequence of a materially adverse development occurring prior to payment (in the case of cash incentives) and/or prior to vesting (in the case of equity incentives). ‘Clawback’ means seeking recovery of a benefit paid to take into account a materially adverse development that only comes to light after payment, including shares delivered post vesting. The Board, in its discretion, may apply the policy to any incentive provided to a senior executive, including a former senior executive, upon the occurrence (or the discovery of the occurrence) of any of the following events or conduct: • material misstatement, omission or error in the financial statements of a Group company or the CSL Group leading to a senior executive receiving a benefit greater than the amount that would have been received had such misstatement, omission or error not occurred, • fraud or dishonesty to CSL or any Group company, • wilful engagement in conduct which is, or might reasonably be expected to be, injurious to CSL or any Group company, monetarily or otherwise, including, but not limited to, its reputation or standing in its industry, • intentional act that is materially adverse to the best interests of CSL or any Group company, • violation of any material law or regulation, • adverse risk management outcomes, and/or • material violation of CSL’s Code of Conduct or any other policy governing the conduct of employees of CSL or any Group company or any agreement or covenant entered into between a senior executive and CSL or any Group company. In 2022, following a joint review of reward outcomes by both the HRRC and the ARMC, there was no application of the policy. 10.6 Securities Dealing The CSL Securities Dealing Policy prohibits employees from using price protection arrangements (e.g. hedging) in respect of CSL securities, or allowing them to be used. The Policy also provides that no CSL securities can be used in connection with a margin loan. Upon vesting of an award, an employee may only deal in their CSL securities in accordance with the Policy. A breach of the Policy may result in disciplinary action. A copy of the Policy is available at http://www.csl.com.au/ about/governance.htm. 10.7 Minimum Shareholding Guideline To be met within a target of the first five years of appointment, or within five years for current incumbents, and to be held whilst in the role at CSL, the following levels of vested equity must be held: • CEO: Three times base salary; • Executive KMP: One times base salary; and • NEDs: One times Board base fee. As at 30 June 2022, all KMP hold, or are on track to hold, the minimum shareholding requirement within the relevant time period. CSL Limited Annual Report 2021/22 96
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