12. Indemnities and insurance During the financial year, the insurance and indemnity arrangements discussed below were in place concerning directors and officers of the consolidated entity. CSL has entered into a Director’s Deed with each director regarding access to Board papers, indemnity and insurance. Each deed provides: 1. a n ongoing indemnity to the relevant director against liability incurred by that director as an officer of CSL or a related body corporate. The indemnity is given to the extent permitted by law and to the extent and for the amount that the relevant director is not otherwise entitled to be, and is not actually, indemnified by another person or out of the assets of a corporation, where the liability is incurred in or arising out of the conduct of the business of that corporation or in the discharge of the duties of the director in relation to that corporation; 2. t hat CSL will purchase and maintain an insurance policy that covers directors against liability as a director and officer of CSL. Coverage will be maintained for a minimum of seven years following the cessation of office for each director; and 3. t he relevant director with a right of access to Board papers in connection with any relevant proceedings. In addition to the Director’s Deeds, Rule 95 of CSL’s Constitution requires CSL to indemnify each ‘officer’ of CSL and of each wholly owned subsidiary of CSL out of the assets of CSL ‘to the relevant extent’ against any liability incurred by the officer in or arising out of the conduct of the business of CSL or in the conduct of the business of such wholly owned subsidiary of CSL or in the discharge of the duties of the officer, unless incurred in circumstances which the Board resolves do not justify indemnification. Further details are set out in the Constitution, available on CSL.com (We Are CSL > Corporate Governance). No payment has been made to indemnify a current or former director or officer during or since the 2023/24 financial year under these indemnities. CSL paid insurance premiums in respect of a contract insuring each individual director of CSL and each full time executive officer, director and secretary of CSL and its controlled entities, against certain liabilities and expenses (including liability for certain legal costs) arising as a result of work performed in their respective capacities, to the extent permitted by law. It is a condition of the insurance contract that no details of the premiums payable or the nature of the liabilities insured are disclosed. In addition, CSL Behring, as the employing entity, indemnifies both the former and current CEO if they are subject to additional tax on their remuneration in any jurisdiction other than the US. Under this indemnity, CSL Behring agrees to indemnify the CEO for the net difference between US and foreign tax liabilities after taking into account any credits available to the CEO in the US. In the period 1 July 2023 to the date of this report, no payment has been made under these indemnities. To the extent permitted by law, CSL has agreed to indemnify its auditors, Deloitte, as part of the terms of its audit engagement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Deloitte during the 2023/24 financial year. No insurance premiums were paid for Deloitte during the 2023/24 financial year. 13. A uditor independence and non-audit services In line with an observed trend in many jurisdictions towards a tenure limit for audit firms, and after completing a competitive external audit tender process and receiving regulatory and shareholder approval, on October 11, 2023, the Group appointed Deloitte Touche Tohmatsu (“Deloitte”) as its new independent auditor commencing for this fiscal year ended June 30, 2024, following the resignation of Ernst & Young. CSL may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with CSL and/or the consolidated entity are important. Details of the amounts paid or payable to the entity’s auditor, Deloitte, for non-audit services provided during the 2023/24 financial year are set out below. The directors, in accordance with the advice received from the Audit and Risk Management Committee, are satisfied that the provision of non-audit services is compatible with, and did not compromise, the general standard of independence for auditors imposed by the Corporations Act 2001 (Cth) for the following reasons: 1. a ll non-audit services have been reviewed by the Audit and Risk Management Committee to confirm that they do not affect the impartiality and objectivity of the auditor; and 2. n one of the services undermine the general principles relating to auditor independence requirements as set out in Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for CSL, acting as an advocate for CSL or jointly sharing risks or rewards. A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 (Cth) accompanies and forms part of this Directors’ Report (page 72). Deloitte and its related practices received or are due to receive amounts for the provision of non-audit services to CSL and its subsidiaries in respect to the year ended 30 June 2024. Note 18 (Auditor Remuneration) of the Financial Statements shows the fees that were paid or were payable for services provided by CSL’s auditor and by the auditor’s related practices for the 2023/24 financial year. 14. Rounding The amounts contained in this Directors’ Report and in the Financial Report have been rounded to the nearest million dollar (where rounding is applicable) unless specifically stated otherwise under the relief available to the CSL under ASIC Corporations Instrument 2016/191 (the Instrument). CSL is an entity to which the Instrument applies. 71
RkJQdWJsaXNoZXIy MjE2NDg3