8. NED Remuneration 8.1 NED Fee Policy Feature Description Objective CSL’s NED fee arrangements are designed to appropriately compensate suitably qualified directors, with the requisite experience and expertise, for their Board responsibilities and contribution to Board committees. NEDs do not receive any performance related remuneration Maximum Aggregate Fees The current maximum aggregate fee pool of A$4,000,000 was last approved by shareholders on 12 October 2016. Actual NED fees paid during the 2024 year (including superannuation contributions, NED Rights Plan sacrifice amounts and Committee fees) are within this agreed limit, and totalled A$3,226,845 in 2024 NEDs may be reimbursed for reasonable expenses incurred during the year and this reimbursement is not included within this limit NED Fee Reviews The Board, in conjunction with the HRRC, reviews NED fees on an annual basis in line. Fees are set with reference to the responsibilities and time commitments expected of NEDs along with consideration to the level of fees paid to NEDs of comparable Australian companies NED Rights Plan Under the NED Rights Plan, NEDs must sacrifice at least 20% of their pre-tax base fee in return for a grant of Rights, each Right entitling a NED to acquire one CSL share at no additional cost. The number of Rights granted is equivalent to the fee sacrificed divided by the prevailing market price of CSL shares at that time Rights are allocated in two tranches and vesting occurs following the disclosure of half year and full year financial results following the grant of Rights. No price is payable on vesting as this is a fee sacrifice plan and no performance conditions apply to the Rights. For Australian based NEDs, Rights are automatically exercised on vesting and the shares allocated are then subject to a nominated restriction period of three to fifteen years. Overseas based NEDs hold vested Rights with shares only being allocated at the end of the nominated three to fifteen year restriction period after automatic exercise of the Rights As this is a fee sacrifice plan, 100 percent of each tranche of Rights will vest following disclosure of the next financial results unless the NED ceases to hold their office before vesting, in which case the NED’s Rights will be pro-rated based on service, with retained Rights automatically exercised and shares allocated following cessation, and the remaining Rights lapsed. The maximum value of the Rights is the Fair Value per Right at the grant date multiplied by the number of Rights granted (see footnote 27 to Table 10 for details of the Fair Values and number of Rights granted in 2024.) The minimum value of the Rights will be the number of Rights retained if the NED ceases to hold their office multiplied by the Fair Value per Right at the grant date (see footnote 27 to Table 10 for details of the Fair Values) Shareholding Requirement NEDs must hold CSL shares equal to 100% of their Board base fee within five years from the date of appointment to the Board. As at 30 June 2024, all NEDs hold the minimum shareholding requirement within the relevant time period Post-Employment Benefits Superannuation contributions are made in accordance with legislation and are included in the reported base fee and are not additional to the base fee. NEDs are not entitled to any additional compensation on cessation of appointment Contracts NEDs are appointed under a letter of appointment and are subject to ordinary election and rotation requirements as stipulated in the ASX Listing Rules and CSL Limited’s constitution 95
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