CSL Limited Annual Report 2022/23 60 CSL maintains high standards of corporate governance as part of the Board and the management team’s commitment to maximise shareholder value. This is achieved through promoting effective strategic planning, risk management, transparency and corporate responsibility. Governance structure CSL’s approach to corporate governance and the role it plays goes well beyond meeting our compliance obligations. CSL believes that its governance framework fosters a high performing and respectful culture while underpinning CSL’s Values. 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. In addition to this, CSL is subject to the Commonwealth Serum Laboratories Act 1961 (Cth), which is an overarching governance control. 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 framework, compliance system and internal control framework, and approving statutory financial reports. 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 further delegates (as appropriate) 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. This 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. Board composition Throughout the year there was a maximum of ten 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 2022 to the date of this report, the following changes to directorships occurred: • Ms Marie McDonald and Dr Megan Clark AC were reelected as directors at the 2022 Annual General Meeting, held on 12 October 2022; • Dr Paul McKenzie was appointed to the Board as an executive director on 13 December 2022; • Dr Paul McKenzie was appointed as Chief Executive Officer and Managing Director of CSL with effect from 6 March 2023; and • Mr Paul Perreault retired from the Board as an executive director on 5 March 2023. 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 2022/23 Corporate Governance Statement available at CSL.com (Our Company > Corporate Governance). 10 CSL’s Governance Key Stakeholders, including Shareholders CEO & Managing Director Global Leadership Group Company Secretary Our People Integrity Patient Focus Collaboration Innovation Superior Performance Committees Values Code of Responsible Business Practice Audit and Risk Management Corporate Governance and Nomination Innovation and Development Human Resources and Remuneration Board
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