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CSL Ltd. Governance Information 2016

Sep 8, 2016

17854_rns_2016-09-08_3cc481b6-1a1c-464d-84ab-56c722bef04b.pdf

Governance Information

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Introduced 01/07/14 Amended 02/11/15

Name of entity

CSL Limited

ABN / ARBN

99 051 588 348

Financial year ended:

30 June 2016

Our corporate governance statement[2] for the above period above can be found at:[3]

☒ These pages of our annual report: Pages 43 - 52

☒ This URL on our website:

http://www.csl.com.au/about/governance.htm

The Corporate Governance Statement is accurate and up to date as at 17 August 2016 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date:

9 September 2016

Name of Director or Secretary authorising Edward Bailey, Company Secretary lodgement:

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found. You can, if you wish, delete the option which is not applicable. Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

  • See chapter 19 for defined terms 2 November 2015

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have
disclosed …
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should disclose:
(a)
the respective roles and responsibilities of its board and management; and
(b)
those matters expressly reserved to the board and those delegated to management.		 … the fact that we follow this recommendation:
☒
in our Corporate Governance Statement
… and information about the respective roles and responsibilities of our board and management
(including those matters expressly reserved to the board and those delegated to management):
☒
at http://www.csl.com.au/about/governance.htm
1.2 A listed entity should:
(a)
undertake appropriate checks before appointing a person, or putting forward to security
holders a candidate for election, as a director; and
(b)
provide security holders with all material information in its possession relevant to a decision
on whether or not to elect or re-elect a director.		 … the fact that we follow this recommendation:
☒in our Corporate Governance Statement
1.3 A listed entity should have a written agreement with each director and senior executive setting out
the terms of their appointment.		 … the fact that we follow this recommendation:
☒
in our Corporate Governance Statement
1.4 The company secretary of a listed entity should be accountable directly to the board, through the
chair, on all matters to do with the proper functioning of the board.		 … the fact that we follow this recommendation:
☒in our Corporate Governance Statement
  • See chapter 19 for defined terms

2 November 2015

Page 2

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have
disclosed …
1.5 A listed entity should:
(a)
have a diversity policy which includes requirements for the board or a relevant committee of
the board to set measurable objectives for achieving gender diversity and to assess annually
both the objectives and the entity’s progress in achieving them;
(b)
disclose that policy or a summary of it; and
(c)
disclose as at the end of each reporting period the measurable objectives for achieving
gender diversity set by the board or a relevant committee of the board in accordance with
the entity’s diversity policy and its progress towards achieving them and either:
(1) the respective proportions of men and women on the board, in senior executive
positions and across the whole organisation (including how the entity has defined
“senior executive” for these purposes); or
(2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the
entity’s most recent “Gender Equality Indicators”, as defined in and published under that
Act.		 … the fact that we have a diversity policy that complies with paragraph (a):
☒in our Corporate Governance Statement
… and a copy of our diversity policy or a summary of it:
☒at http://www.csl.com.au/about/governance.htm
… and the measurable objectives for achieving gender diversity set by the board or a relevant
committee of the board in accordance with our diversity policy and our progress towards achieving
them:
☒in our Corporate Governance Statement
… and the information referred to in paragraphs (c)(1) or (2):
☒in our Corporate Governance Statement
1.6 A listed entity should:
(a)
have and disclose a process for periodically evaluating the performance of the board, its
committees and individual directors; and
(b)
disclose, in relation to each reporting period, whether a performance evaluation was
undertaken in the reporting period in accordance with that process.		 … the evaluation process referred to in paragraph (a):
☒in our Corporate Governance Statement
… and the information referred to in paragraph (b):
☒in our Corporate Governance Statement
1.7 A listed entity should:
(a)
have and disclose a process for periodically evaluating the performance of its senior
executives; and
(b)
disclose, in relation to each reporting period, whether a performance evaluation was
undertaken in the reporting period in accordance with that process.		 … the evaluation process referred to in paragraph (a):
☒in our Corporate Governance Statement
… and the information referred to in paragraph (b):
☒in our Corporate Governance Statement
  • See chapter 19 for defined terms 2 November 2015

Page 3

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have
disclosed …
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1 The board of a listed entity should:
(a)
have a nomination committee which:
(1) has at least three members, a majority of whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at those
meetings; or
(b)
if it does not have a nomination committee, disclose that fact and the processes it
employs to address board succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience, independence and diversity to
enable it to discharge its duties and responsibilities effectively.		 … the fact that we have a nomination committee that complies with paragraphs (1) and (2):
☒in our Corporate Governance Statement
… and a copy of the charter of the committee:
☒at http://www.csl.com.au/about/governance.htm
… and the information referred to in paragraphs (4) and (5):
☒in our Corporate Governance Statement
2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills and
diversity that the board currently has or is looking to achieve in its membership.		 … our board skills matrix:
☒in our Corporate Governance Statement
2.3 A listed entity should disclose:
(a)
the names of the directors considered by the board to be independent directors;
(b)
if a director has an interest, position, association or relationship of the type described in
Box 2.3 but the board is of the opinion that it does not compromise the independence of
the director, the nature of the interest, position, association or relationship in question
and an explanation of why the board is of that opinion; and
(c)
the length of service of each director.		 … the names of the directors considered by the board to be independent directors:
☒in our Corporate Governance Statement
… and, where applicable, the information referred to in paragraph (b):
☒in our Corporate Governance Statement
… and the length of service of each director:
☒in our Corporate Governance Statement
2.4 A majority of the board of a listed entity should be independent directors. … the fact that we follow this recommendation:
☒in our Corporate Governance Statement
2.5 The chair of the board of a listed entity should be an independent director and, in particular,
should not be the same person as the CEO of the entity.		 … the fact that we follow this recommendation:
☒in our Corporate Governance Statement
  • See chapter 19 for defined terms 2 November 2015

Page 4

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have
disclosed …
2.6 A listed entity should have a program for inducting new directors and provide appropriate
professional development opportunities for directors to develop and maintain the skills and
knowledge needed to perform their role as directors effectively.		 … the fact that we follow this recommendation:
☒in our Corporate Governance Statement
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1 A listed entity should:
(a)
have a code of conduct for its directors, senior executives and employees; and
(b)
disclose that code or a summary of it.		 … our code of conduct or a summary of it:
☒in our Corporate Governance Statement
  • See chapter 19 for defined terms

2 November 2015

Page 5

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have
disclosed …
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1 The board of a listed entity should:
(a)
have an audit committee which:
(1) has at least three members, all of whom are non-executive directors and a majority
of whom are independent directors; and
(2) is chaired by an independent director, who is not the chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the members of the committee; and
(5) in relation to each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at those
meetings; or
(b)
if it does not have an audit committee, disclose that fact and the processes it employs
that independently verify and safeguard the integrity of its corporate reporting, including
the processes for the appointment and removal of the external auditor and the rotation of
the audit engagement partner.		 … the fact that we have an audit committee that complies with paragraphs (1) and (2):
☒in our Corporate Governance Statement
… and a copy of the charter of the committee:
☒at http://www.csl.com.au/about/governance.htm
… and the information referred to in paragraphs (4) and (5):
☒in our Corporate Governance Statement
4.2 The board of a listed entity should, before it approves the entity’s financial statements for a
financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial
records of the entity have been properly maintained and that the financial statements comply
with the appropriate accounting standards and give a true and fair view of the financial position
and performance of the entity and that the opinion has been formed on the basis of a sound
system of risk management and internal control which is operating effectively.		 … the fact that we follow this recommendation:
☒in our Corporate Governance Statement
4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is
available to answer questions from security holders relevant to the audit.		 … the fact that we follow this recommendation:
☒in our Corporate Governance Statement
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should:
(a)
have a written policy for complying with its continuous disclosure obligations under the
Listing Rules; and
(b)
disclose that policy or a summary of it.		 … our continuous disclosure compliance policy or a summary of it:
☒in our Corporate Governance Statement
  • See chapter 19 for defined terms 2 November 2015

Page 6

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have
disclosed …
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its governance to investors via its
website.		 … information about us and our governance on our website:
☒at http://www.csl.com.au/about/governance.htm
6.2 A listed entity should design and implement an investor relations program to facilitate effective
two-way communication with investors.		 … the fact that we follow this recommendation:
☒in our Corporate Governance Statement
6.3 A listed entity should disclose the policies and processes it has in place to facilitate and
encourage participation at meetings of security holders.		 … our policies and processes for facilitating and encouraging participation at meetings of security
holders:
☒
in our Corporate Governance Statement
6.4 A listed entity should give security holders the option to receive communications from, and send
communications to, the entity and its security registry electronically.		 … the fact that we follow this recommendation:
☒in our Corporate Governance Statement
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a)
have a committee or committees to oversee risk, each of which:
(1) has at least three members, a majority of whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at those
meetings; or
(b)
if it does not have a risk committee or committees that satisfy (a) above, disclose that fact
and the processes it employs for overseeing the entity’s risk management framework.		 … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1)
and (2):
☒in our Corporate Governance Statement
… and a copy of the charter of the committee:
☒at http://www.csl.com.au/about/governance.htm
… and the information referred to in paragraphs (4) and (5):
☒in our Corporate Governance Statement
  • See chapter 19 for defined terms

2 November 2015

Page 7

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have
disclosed …
7.2 The board or a committee of the board should:
(a)
review the entity’s risk management framework at least annually to satisfy itself that it
continues to be sound; and
(b)
disclose, in relation to each reporting period, whether such a review has taken place.		 … the fact that board or a committee of the board reviews the entity’s risk management framework at
least annually to satisfy itself that it continues to be sound:
☒in our Corporate Governance Statement
… and that such a review has taken place in the reporting period covered by this Appendix 4G:
☒in our Corporate Governance Statement
7.3 A listed entity should disclose:
(a)
if it has an internal audit function, how the function is structured and what
role it performs; or
(b)
if it does not have an internal audit function, that fact and the processes it
employs for evaluating and continually improving the effectiveness of its
risk management and internal control processes.		 … how our internal audit function is structured and what role it performs:
☒in our Corporate Governance Statement
7.4 A listed entity should disclose whether it has any material exposure to economic, environmental
and social sustainability risks and, if it does, how it manages or intends to manage those risks.		 … whether we have any material exposure to economic, environmental and social sustainability risks
and, if we do, how we manage or intend to manage those risks:
☒in our Corporate Governance Statement
  • See chapter 19 for defined terms 2 November 2015

Page 8

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have
disclosed …
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a)
have a remuneration committee which:
(1) has at least three members, a majority of whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at those
meetings; or
(b)
if it does not have a remuneration committee, disclose that fact and the processes it
employs for setting the level and composition of remuneration for directors and senior
executives and ensuring that such remuneration is appropriate and not excessive.		 … the fact that we have a remuneration committee that complies with paragraphs (1) and (2):
☒in our Corporate Governance Statement
… and a copy of the charter of the committee:
☒at http://www.csl.com.au/about/governance.htm
… and the information referred to in paragraphs (4) and (5):
☒in our Corporate Governance Statement
8.2 A listed entity should separately disclose its policies and practices regarding the remuneration
of non-executive directors and the remuneration of executive directors and other senior
executives.		 … separately our remuneration policies and practices regarding the remuneration of non-executive
directors and the remuneration of executive directors and other senior executives:
☒in our Corporate Governance Statement
8.3 A listed entity which has an equity-based remuneration scheme should:
(a)
have a policy on whether participants are permitted to enter into
transactions (whether through the use of derivatives or otherwise) which
limit the economic risk of participating in the scheme; and
(b)
disclose that policy or a summary of it.		 … our policy on this issue or a summary of it:
☒in our Corporate Governance Statement
  • See chapter 19 for defined terms

2 November 2015

Page 9

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