3.2.6 Leading and Managing Modifier The Board, taking into consideration recommendations from the CEO for Executive KMP, and the Human Resources and Remuneration Committee (HRRC) for the CEO, has the discretion to apply a ‘Leading and Managing’ modifier to both the STI and LTI opportunity – allowing for recognition of extraordinary contribution in exceptional circumstances or significant leadership failure across sustainability, risk management, culture and diversity. Applied to the overall STI outcome or LTI target opportunity, there can be an increase of up to 20% or a decrease of up to 50% applied. In 2023, the modifier was not applied. In addition to consideration during the determination of KPI outcomes, the modifier is also utilised for the assessment of the appropriate management of risk – both financial and non-financial. In consultation with the Audit and Risk Management Committee (ARMC), the HRRC uses a principles based approach to ensure alignment between remuneration outcomes and performance. This enables management to bring awareness to behaviours that encourage unacceptable levels of risk, discourage those behaviours, and promote behaviours that encourage acceptable levels of risk. It also enables the Board to recognise and appropriately address both acceptable and unacceptable behaviours. In the event of a significant risk management failure, the Board has the discretion to adjust STI and LTI outcomes downwards, including to zero. 3.2.7 Sign On Arrangements As set out in the 2021 Remuneration Report, 13,647 sign on restricted share units (RSUs) were granted to Ms Linton on 1 April 2021, as partial compensation for time-based benefits forfeited on leaving her previous employer. Of these, 5,097 RSUs vested in 2023 and the remaining 396 are due to vest on 1 March 2024. Each RSU is a conditional right to receive a share in CSL (or at the Board’s discretion in exceptional circumstances, a cash equivalent payment). No price is payable by Ms Linton on the grant or vesting of RSUs awarded as a sign on award. RSUs are time based awards. Further information as to the terms of the sign on RSUs are set out in the 2021 Remuneration Report. 10 2023 Net Profit After Tax (NPAT) represents net profit for the year attributable to shareholders of CSL Limited, as reported in the financial statements. 4. CSL Performance and Shareholder Returns 4.1 Financial Performance from 2019 to 2023 The following graphs summarise key financial performance over the past five financial years10 and as applicable, have been considered in both STI and LTI outcomes over the period. Cash Inflow FromOperating Activities (millions USD) Annual Return on Invested Capital Closing Share Price (dollars) – AUD Total Shareholder Return (12month %) – AUD Total Dividends Per Share (cents USD) 0 500 1000 1500 2000 2500 3000 3500 4000 2023 2022 2021 2020 2019 0% 5% 10% 15% 20% 25% 2023 2022 2021 2020 2019 Net Profit After Tax/ Earnings Per Share (USD) Net Profit After Tax (millions) – USD Earnings Per Share (cents) – USD Closing Share Price (at 30 June AUD)/ Total Shareholder Return 0 100 200 300 400 2023 2022 2021 2020 2019 -20.0% 0.0% 20.0% 40.0% 60.0% 0 500 1000 1500 2000 2500 2023 2022 2021 2020 2019 0% 120% 240% 360% 480% 600% 0 50 100 150 200 250 2023 2022 2021 2020 2019 CSL Limited Annual Report 2022/23 95
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