Directors’ Report CSL Board The Board is responsible for the oversight and strategic direction of CSL. It monitors operational and financial performance, human resources policies and practices, and approves the company’s budgets and business plans. It is also responsible for overseeing CSL’s risk management, financial reporting and compliance framework. The Board reviews, makes comment on and, as appropriate, approves remuneration recommendations from the HRRC. The Board approves the remuneration and remuneration outcomes for the CEO and NEDs and approves the policies and processes that govern both. HRRC The HRRC has oversight of all aspects of remuneration at CSL, including the following activities: • Review of the executive remuneration framework; • Review and consideration of investor feedback; • Appointment of external remuneration advisers; • Review of senior executive appointments and remuneration arrangements; • Review of STI and LTI arrangements, and reward outcomes for senior executives; • Review of the CSL diversity, equity and inclusion objectives and report, gender pay review and progress against objectives; • Review of talent and succession planning for senior executives; • Review of long term remuneration strategy; • Review of NED remuneration; and • Review of the HRRC Charter and HRRC performance. Full responsibilities of the HRRC, are outlined in its Charter (reviewed annually). The Charter is available at https://www.csl.com/we-are-csl/ corporate-governance The composition and individual attendances of the HRRC members at HRRC meetings can be found in the Directors’ Report. ARMC The ARMC assists the Board in the governance of CSL’s financial reporting and disclosures, risk identification, management and compliance, and oversees and monitors ESG performance. The ARMC advises the HRRC on any material risk management and financial matters that may impact remuneration outcomes. Joint HRRC and ARMC meetings The Committees meet jointly at least annually to review and consider relevant risk management matters in the determination of the Executive KMP remuneration outcomes. External Remuneration Advisers The Board and the HRRC may seek and consider advice directly from external advisers, who are independent of management. In 2024 the HRRC engaged the services of Aon Consulting in the US, and Ernst & Young in Australia. Under engagement and communication protocols adopted by CSL, the market data and other advice were provided directly to the HRRC by both Aon Consulting and Ernst & Young. Neither Aon Consulting nor Ernst & Young provided Remuneration Recommendations during the 2024 financial year. 7. Remuneration Governance 7.1 CSL’s Remuneration Governance Framework 92 Limited Annual Report 2023/24
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