The Board of Directors of CSL Limited (CSL) is pleased to present their report on the consolidated entity for the year ended 30 June 2023. The information referred to below forms part of and is to be read in conjunction with this Directors’ Report: • the Chair and CEOmessages (from page 2); • Our Company (from page 8); • CSL’s Performance and Strategy (from page 20); • CSL’s Material Risks (from page 26); • CSL’s Future Prospects (from page 28); • CSL’s Governance (from page 60); • the Remuneration Report (from page 85); and • the Auditor’s Independence Declaration (page 80). 1. Principal activities, strategy and operating model The principal activities of the consolidated entity during the financial year were the research, development, manufacture, marketing and distribution of biopharmaceutical products and vaccines. CSL is a leader in global biotechnology, and develops and delivers innovative medicines that save lives, protect public health and help people with life-threatening medical conditions to live full lives. CSL’s 2030 Strategy is delivered through its five strategic objectives: Focus; Innovation; Efficiency & Reliable Supply; Sustainable Growth; and Digital Transformation. More detail on CSL’s performance against its 2030 strategic objectives can be found in CSL’s Performance and Strategy. CSL’s operating model for its businesses leverage multifunctional teams that connect with each other to share best practice. CSL’s operating model is based around four key value creation activities: early stage research, product translation, manufacturing, and patient access. CSL’s commercial and functional areas operate globally, with the Global Leadership Group responsible for the day-to-day management of the Group and delivery of CSL’s strategic objectives. More detail on CSL’s operations can be found in Our Company and CSL’s Performance and Strategy. CSL completed the acquisition of CSL Vifor on 9 August 2022. The acquisition of CSL Vifor adds near-term value along with a clear path to long-term sustainable growth. It also adds a strong management team, along with a high-value and complementary portfolio of products and market leading position in the nephrology and iron deficiency spaces. Further details on CSL Vifor acquisition can be found in Note 2 (Business Combination) of the Financial Statements. 2. Operating and financial review CSL discloses its financial performance by segment information. The Group’s segments represent strategic business units that offer different products and operate in different industries and markets. This provides the most meaningful insight into the nature and financial outcomes of CSL’s activities and is consistent with the way in which the CEOmonitors and assess business performance and resource allocation decisions. Information on the operations and financial position for CSL and likely developments in the CSL Group’s operations in future financial years is set out in the Operating and Financial Review (OFR). Further details on CSL’s segment reporting can be found in Note 1 (Segment Information) of the Financial Statements. 3. Directors The directors who served at any time during 2022/23 or up until the date of this Directors’ Report were Dr Brian McNamee AO, Dr Paul McKenzie, Mr Paul Perreault, Mr Bruce Brook, Dr Megan Clark AC, Professor Andrew Cuthbertson AO, Ms Carolyn Hewson AO, Professor Duncan Maskell, Ms Marie McDonald and Ms Alison Watkins AM. Further details of the current directors are set out in the Governance section of CSL’s 2022/2023 Annual Report or on CSL.com. These details include the period for which each director held office up to, and including, the date of this Directors’ Report, their qualifications, independence, experience and particular responsibilities, the directorships held in other listed companies since 1 July 2020 and the period for which each directorship has been held. Dr Paul McKenzie was appointed as an Executive Director of CSL with effect from 13 December 2022 and appointed as CEO and MD with effect from 6 March 2023. Mr Paul Perreault retired from the Board of Directors on 5 March 2023. 4. Company Secretary Ms Fiona Mead, BCom/LLB (Hons) FGIA, GAICD, was appointed and commenced in the position of Company Secretary and Head of Corporate Governance on 4 June 2018 and continues in office as at the date of this report. Ms Mead was previously the company secretary and a member of the executive leadership team at Tabcorp Holdings Limited. Prior to that, she was the company secretary at Asciano Limited. Ms Mead also served as assistant company secretary at Telstra Corporation. Fiona began her career as a lawyer with law firm Ashurst. 5. Director’s attendance at meetings The Board meets as often as necessary to fulfil its role. Directors are required to allocate time to CSL to perform their responsibilities effectively, including adequate time to prepare for Board meetings. During the reporting year, the Board met nine times, with all of those meetings held in Australia. Members of the Global Leadership Group and other members of senior management attend Board meetings by invitation. Director attendance at Board and standing Board committee meetings during 2022/23 is set out in Table 1 below. Directors’ Report CSL Limited Annual Report 2022/23 76
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