CSL : Shareholder Meeting Document

Driven by Our Promise

CSL Limited Corporate Governance Statement 2021/22

Our Purpose

The people and science of CSL save lives. We develop and deliver innovative medicines that help people with serious and life-threatening conditions live full lives and protect the health of communities around the world. Our Values guide us in creating sustainable value for our stakeholders.

Arthur's story

Staying active has always been a priority for Arthur.

Arthur grew up playing sports and later moved on to weightlifting and bowling. In his late 30s, however, he was robbed of his mobility and left in severe pain by chronic inflammatory demyelinating polyneuropathy (CIDP). CIDP is a rare neurological disorder that can lead to symptoms such as weakness, paralysis or impairment in motor function, especially in the arms and legs.

After following a journey to diagnosis that lasted nearly 15 years, Arthur finally found the right treatment and is getting back to some of the activities that make him who he is.

He's also advocating for fellow CIDP patients and encouraging others to do the same. As he puts it, 'We need to speak up, work hard and be determined to overcome this'.

Introduction

2022 Corporate Governance Statement

The CSL Limited Board of Directors is pleased to present CSL's Corporate Governance Statement for the financial year ending 30 June 2022.

Copies of all governance documents referred to in this statement can be found on CSL.com.

2021/22 Governance Highlights:

• In July 2021, CSL released its Third Party Code of Conduct.
• The Board Charter was updated in August 2021.
• The delegations of authority were updated and became effective in September 2021.
• In September 2021, CSL released the Group Sustainability Strategy, incorporating environment, social and sustainable workforce.
• CSL appointed two new non-executive directors in August 2021 and one executive director became a non-executive director in October 2021.
• In December 2021, the Board attended virtual tours of the Marburg, Bern and Liverpool manufacturing sites.
• Updates were made to the enterprise-wide training module on CSL's Code of Responsible Business Practice and Good Decision Making Tool at the end of 2021.
• CSL undertook a competitive external audit tender process during the 2022 financial year and appointed Deloitte Touche Tohmatsu.
• In April 2022, the Board held meetings in the United States and visited CSL's Holly Springs manufacturing plant and Kankakee plasma facility. This was the first in person travel since the COVID-19 pandemic.
• Development of gender targets for 2025 and 2030.
• On 9 August 2022, CSL welcomed Vifor Pharma into the CSL Group and we will include corporate governance reporting for CSL Vifor in the coming years.

The following table indicates where each ASX Corporate Governance Principle is dealt within this statement.

ASX Corporate Governance	Section reference
Principles and Recommendations	in this Statement
Principle 1 - Lay solid foundations for management and oversight	1, 2, 4
Principle 2 - Structure the Board to be effective and add value	1, 4
Principle 3 - Instil a culture of acting lawfully, ethically and responsibly	3
Principle 4 - Safeguard the integrity of corporate reports	4, 5
Principle 5 - Make timely and balanced disclosure	5, 6
Principle 6 - Respect the rights of security holders	6
Principle 7 - Recognise and manage risk	4, 5
Principle 8 - Remunerate fairly and responsibly	4, 7

Find out moreCSL.com

CSL Limited Corporate Governance Statement 2022

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1 Board of Directors

Relevant governance documents:

• Board Charter
• Corporate Governance and Nomination Committee Charter

1.1 Role of the Board

The Board has a formal charter documenting its membership, operating procedures and the allocation of responsibilities between the Board and the management team.

The Board's key responsibilities are to:

• set CSL's strategic objectives and the risk appetite within which the Board expects the management team to operate;
• model and monitor the values and culture of CSL;
• act to protect and enhance the performance and reputation of CSL and build sustainable value for shareholders;
• select, appoint, remove and evaluate the performance of, determine the remuneration of, and plan succession of, the Managing Director (MD) and Chief Executive Officer (CEO); and
• oversee the management, performance, and corporate governance frameworks of CSL, including ensuring that mechanisms are in place for making timely and balanced disclosure to shareholders and the market regarding CSL's performance and major developments affecting its state of affairs.

Delegation

The Board has delegated the day-to-day management of CSL, and the implementation of approved business plans and strategies, to the Managing Director, who in turn delegates to the management team. To implement this, CSL has a detailed authorisations policy that sets out the decision-making powers which may be exercised at various levels of management. The matters reserved to the Board are set out in the Board Charter which is available on CSL.com (Our Company > Board and Management).

The Board has delegated specific authority to five Board committees, which assist the Board by examining various issues and making recommendations. A description

of each committee and their responsibilities is set out in section 4 of this statement.

The Board may also delegate specific responsibilities to ad-hoc committees from time to time.

Key Stakeholders, including Shareholders

Board

Committees

Audit and Risk

Corporate

Human

Innovation and

Securities

Management

Governance

Resources and

Development

and Market

and Nomination

Remuneration

Disclosures

CEO & Managing Director

Global Leadership Group

Company Secretary

Our People

Values

Integrity

Patient Focus

Collaboration

Innovation

Superior

Performance

Code of Responsible Business Practice

2 CSL Limited Corporate Governance Statement 2022

Board processes

CSL has entered into a written agreement with each director and senior executive setting out the terms of their appointment, including their respective roles and responsibilities. CSL has also recently updated its policy on Director Conflict of Interest.

The Company Secretary monitors the Board and committee policies and procedures and assists the Board and its committees on governance matters. The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. All directors have access to the Company Secretary for advice and services. The Board approves any appointment or removal of the Company Secretary.

Directors are entitled to access independent professional advice at CSL's expense to assist them in fulfilling their responsibilities as appropriate.

Details of Board meetings and committee meetings held during the year and individual directors' attendance at these meetings can be found in the Directors' Report of the 2022 Annual Report available on CSL.com (Our Company > Corporate Responsibility).

1.2 Board Composition

Throughout the year, there were between seven and nine directors on the Board. Details are set out in the following table.

Director	Length of service (as at 30 June 2022)	Independent/Non-independent
Dr Brian McNamee AO	4 years, 4 months	Independent, non-executive director and Chair
Mr Paul Perreault	9 years, 4 months	Non-independent, executive director
		MD and CEO
Mr Bruce Brook	10 years, 10 months	Independent, non-executive director
Dr Megan Clark AC	6 years, 4 months	Independent, non-executive director
Professor Andrew Cuthbertson AO	3 years, 8 months	Non-independent,non-executive director
Ms Carolyn Hewson AO	2 years, 7 months	Independent, non-executive director
Professor Duncan Maskell	11 months	Independent, non-executive director
Ms Marie McDonald	8 years, 10 months	Independent, non-executive director
Ms Alison Watkins AM	11 months	Independent, non-executive director

1.3 Director Independence

The Board comprises a majority of independent directors and an independent non-executive Chair.

The Board considers a director to be independent where he or she is free of any interest, position or relationship that might influence, or might reasonably be perceived to influence, in a material respect, his or her capacity to bring independent judgement to bear on issues before the Board and to act in the best interests of CSL as a whole rather than in the interests of an individual shareholder or other party.

The Board assesses the independence of new directors on appointment, and makes an annual assessment of each non-executive director to determine whether it considers the director to be independent.

As part of this assessment process, the Board has adopted the guidelines for assessing the independence of a director as those set out in Box 2.3 of the ASX Corporate Governance Council's Principles and Recommendations, including assessing relevant interests or relationships, and considers other facts, information and circumstances that the Board considers relevant.

The Board Charter sets out guidelines as to the desired length of service of non-executive directors, after which time the Board may invite the director to stand for an additional term. The Board believes that having directors with a mixture of tenures is beneficial to the functioning and effectiveness of the Board, as it results in having a mix of corporate experience and knowledge with that of new ideas and perspectives represented on the Board.

The Board has determined that all of its non-executive directors, except for Professor Cuthbertson, are independent and were independent for the duration of the reporting period and consists of an appropriate mix of tenures. Professor Cuthbertson is not presently considered independent because of his former executive role with CSL as Chief Scientific Officer, which he ceased to hold

in October 2021.

The Chair of the Board, Dr Brian McNamee AO, is an independent, non-executive director. The responsibilities of the Chair are described in the Board Charter. The roles of the Chair and the Managing Director are exercised by separate individuals.

1.4 Nomination and Appointment of Directors

CSL undertakes appropriate background checks on all potential new directors, including the person's character, experience, education, criminal record and bankruptcy history. This process was followed during the financial year.

CSL provides its shareholders with all material information (that is in CSL's possession) relevant to a decision on whether or not to elect or re-elect a director (including any material adverse information) in its notice of meeting.

Prior to the expiry of a director's current term of office, the Board reviews that director's performance and determines whether to recommend that director for re-election

by shareholders.

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