8.2 Remuneration Governance Policies and Approach Feature Description Board Discretion – CEO and Executive KMP outcomes are assessed holistically 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, including to zero. Treatment of STI on Cessation of Employment and Change of Control – 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 Security Holding Policy – Under the updated policy, securities cannot be sold until the minimum holding requirement has been met. The only exceptions are to meet tax obligations from the vesting of equity awards made under a CSL Equity Plan or in Board-approved exceptional circumstances. The following minimum requirements are expected to be attained within five years of appointment: – CEO: Three times base salary – Other Executive KMP: One times base salary – NEDs: One times Board base fee (refer to section 9.2 for more details) 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 https:// www.csl.com/-/media/shared/documents/one-csl/csl-governance-docs/securities-dealing-policy.pdf 8.3 Contractual Provisions for Executive KMP Executive KMP are employed on individual service contracts that outline the terms of their employment, which include: KMP Duration of Contract Notice Period Employee Notice Period CSL* Termination Payment Gordon Naylor No fixed term Three months Three months No Termination Payment Other Executive KMPs No fixed term Six months Six months 12 months * CSL may also terminate at any time without notice for serious misconduct and/or breach of contract. CSL may also make a payment in lieu of notice with a total termination payment capped at 12 months worth of Fixed Remuneration. The former CEO, Dr McKenzie, was a US based executive and, under his employment contract, CSL agreed to indemnify him if he was subject to additional tax on his remuneration in any jurisdiction other than the US. CSL reimburses Dr McKenzie for the net difference between US and foreign tax liabilities after taking into account any credits available to him in the US. Similarly, under the current CEO’s employment contract, CSL has agreed to indemnify Mr Naylor if he is subject to additional tax on his remuneration in any jurisdiction other than Australia. This means that CSL will reimburse Mr Naylor for the net difference between Australian and foreign tax liabilities after taking into account any credits available to him in Australia. To the extent that this is an additional benefit, the reimbursement will be grossed up by the company. CSL Limited Annual Report 2025/26 1777 CSL Limited Annual Report 2025/26
RkJQdWJsaXNoZXIy MjE2NDg3