Directors’ Report The Board of Directors of CSL Limited (CSL) is pleased to present their report on the consolidated entity for the year ended 30 June 2025. The information referred to below forms part of and is to be read in conjunction with this Directors’ Report: – the Operating and Financial Review (OFR), which comprises of the following sections: – CSL (from page 2); – Performance (from page 8); – Healthier World (from page 26); – Governance (from page 40); – the Remuneration Report (from page 61); and – the Auditor’s Independence Declaration (page 134). 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 Strategy is delivered through its key areas of focus: Patients, Diseases and Medicines. More detail on CSL’s performance against its strategic objectives can be found from page 10). CSL’s operating model for its businesses leverages multifunctional teams that connect with each other to share best practice. CSL’s end-to-end 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 CSL (from page 2) and CSL’s Performance (from page 8). 2. Operating and financial review CSL discloses its financial performance by segment. The Group’s segments represent strategic business units that offer different products and operate in different industries and markets. Segment information is presented consistent with how the CEO, who is the chief decision maker, monitors and assesses business performance to make resource allocation decisions. Information on the operations and financial position of CSL and likely developments in the 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 FY2025 or up until the date of this Directors’ Report were Dr Brian McNamee AO, Dr Paul McKenzie, Dr Megan Clark AC, Professor Andrew Cuthbertson AO, Dr Brian Daniels, Ms Samantha Lewis, Ms Carolyn Hewson AO, Professor Duncan Maskell, Ms Marie McDonald, Ms Elaine Sorg and Ms Alison Watkins AM. Information on the current Directors, including their terms of service, qualifications, experience and special responsibilities, and directorships of other listed companies held in the last three years, is set out in the Governance section (from page 42). Ms Elaine Sorg was appointed as Non‑executive Director of CSL with effect from 1 September 2024. Dr Brian Daniels was appointed as Non‑executive Director of CSL with effect from 1 December 2024. Professor Duncan Maskell retired from the Board of Directors on 29 October 2024, having commenced as Non-executive Director on 18 August 2021. 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 Directors’ 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. Ms Mead began her career as a lawyer with law firm Ashurst. 5. Directors’ attendance at meetings The Board of Directors 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 2024/25 financial year, the Board of Directors met eight times, with six of those meetings held in Australia, and two meetings held internationally. 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 FY2025 financial year is set out in Table 1 on the next page. 52
RkJQdWJsaXNoZXIy MjE2NDg3