7.2 Remuneration Governance Policies and Approach Feature Description Board Discretion – CEO and Executive KMP outcomes are holistically assessed by the Board before approval. The Board also considers whether there are any circumstances warranting application of discretion (including under the Malus and Clawback Policy) – The Board has the discretion to adjust STI and LTI outcomes downwards, including to zero, and can also adjust STI upwards Treatment of STI on Cessation of Employment – A ‘qualified leaver’ (for example someone who retires or is made redundant) or an employee who ceases employment under a change of control event, may receive a pro-rata payment paid in the ordinary course based on the portion of the Performance Period worked, subject to Performance Measures being met – If the Executive KMP is not a ‘qualified leaver’, no payment will be made unless the Board determines otherwise Treatment of LTI on Cessation of Employment – A ‘qualified leaver’ (for example someone who retires or is made redundant) retains a pro-rated number of PSUs based on time elapsed since grant date. Retained PSUs will remain subject to original terms and conditions including satisfaction of performance conditions at the test date – If an Executive KMP is not a ‘qualified leaver’, all unvested PSUs will generally lapse unless the Board determines otherwise Treatment of LTI on Change of Control – In the event of a change of control, the Board, in its absolute discretion, may determine that some or all of the PSUs vest having regard to the performance of CSL during the performance period up to the date of the change of control event – Vesting may occur at the date of the change of control event, or an earlier vesting date as determined by the Board Malus and Clawback Policy – CSL operates a Malus and Clawback Policy across both STI and LTI. The Board, in its discretion, may apply the policy to any incentive provided to a senior executive, including a former senior executive, upon the occurrence (or the discovery of the occurrence) of a material adverse development Commencement Benefits – The HRRC and Board may determine that it is appropriate for a commencement benefit to be offered to an externally hired Executive KMP, aligned to the CSL framework – Commencement benefits in the form of cash and/or equity can be made to compensate for remuneration being forfeited from a former employer. Awards may be discounted to take into consideration any performance conditions on the award at the former employer Minimum shareholding guideline – The following levels of vested equity must be held within five years of appointment: – CEO: Three times base salary – Other Executive KMP: One times base salary – As at 30 June 2024, all Executive KMP hold, or are on track to hold, the minimum shareholding requirement within the relevant time period Securities Dealing – The CSL Securities Dealing Policy prohibits employees from using price protection arrangements (e.g., hedging) in respect of CSL securities, or allowing them to be used. The Policy also provides that no CSL securities can be used in connection with a margin loan – Upon vesting of an award, an employee may only deal in their CSL securities in accordance with the Policy. A breach of the Policy may result in disciplinary action. A copy of the Policy is available at http://www.csl.com.au/about/governance.htm 93
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