38
CSL Limited Annual Report 2013-2014
Corporate Governance continued
general meeting). On 16 October 2013, Ian
Renard retired from the Board. One of the
current directors - Paul Perreault, Managing
Director – is the only executive director.
Information about any such interests or
relationships, including any related financial
or other details, is assessed by the Board to
determine whether the relationship could, or
could reasonably be perceived to, materially
interfere with the exercise of a director’s
unfettered and independent judgment. As
part of this process the Board takes into
account a range of relevant matters including:
•
from the director’s point of view, if that
amount exceeds 5% of the customer’s
total expenses.
In addition to assessing the relationship in a
quantitative sense, the Board also considers
qualitative factors, such as the nature of the
goods or services supplied, the period since
the director ceased to be associated and their
general subjective assessment of the director.
The CSL Board Charter provides that a
majority of directors should be independent.
No director acts as a nominee or
representative of any particular shareholder.
A profile of each current director, including
details of their skills, expertise, relevant
experience, term of office and Board
committee memberships can be found on
pages 30 and 31 of this Report.
•
information contained in specific
1
.4 Nomination Committee
disclosures made by directors pursuant
to their obligations under the CSL Board
Charter and the Corporations Act;
The functions and responsibilities of the
Nomination Committee are documented in a
formal charter approved by the Board.
The Chairman of the Board, John Shine, is an
independent, non-executive director. He is
responsible for leadership of the Board, for
ensuring that the Board functions effectively,
and for communicating the views of the
Board to the public. The Chairman sets the
agenda for Board meetings and manages
their conduct and facilitates open and
constructive communication between the
Board, management, and the public.
•
•
any past employment relationship
between the director and the Company;
The Nomination Committee comprises all of
the independent directors. The Nomination
Committee is chaired by the Board Chairman.
any shareholding the director or any of
his or her associates may have in the
Company;
Details of the Nomination Committee’s
current members, including their
qualifications and experience, are set out
in the directors’ profiles on pages 30 and 31
of this Report.
•
•
any association or former association the
director may have with a professional
adviser or consultant to the Company;
any other related party transactions
whether as a supplier or customer of the
Company or as party to a contract with
the Company other than as a director of
the Company;
The Nomination Committee is responsible
for reviewing the Board’s membership and
making recommendations on any new
appointments. In making recommendations
for new directors, the Nomination Committee
seeks to ensure that any new director
will complement or maintain the skills,
experience, expertise and diversity of the
Board necessary to enable it to oversee the
delivery of the Company’s objectives and
strategy. The Board is looking to maintain
an appropriate mix of skills and diversity in
the membership of the Board. This includes
diversity of skills, experience and background
in the pharmaceutical industry, international
business, finance and accounting and
management.
1.3 Independence
The Board has determined that all of its
non-executive directors are independent, and
were independent for the duration of the
reporting period.
•
•
any other directorships held by the
director;
All CSL directors are aware of, and adhere
to, their obligation under the Corporations
Act to disclose to the Board any interests or
relationships that they, or any associate of
theirs, may have in a matter that relates to
the affairs of the Company, and any other
matter that may affect their independence.
As required by law, details of any related
party dealings are set out in full in Note 28 of
the financial report. All directors have agreed
to give the Company notice of changes to
their relevant interests in Company shares
within five days to enable both them and
the Company to comply with the ASX Listing
Rules. If a potential conflict of interest exists
on a matter before the Board then (unless
the remaining directors determine otherwise),
the director concerned does not receive the
relevant briefing papers, and takes no part in
the Board’s consideration of the matter nor
exercises any influence over other members
of the Board.
any family or other relationships a director
may have with another person having a
relevant relationship or interest; and
•
has the director been a director for such a
period that his or her independence may
be compromised.
In determining whether an interest or
relationship is considered to interfere with
a director’s independence, the Board has
regard to the materiality of the interest or
relationship. For this purpose, the Board
adopts a conservative approach to materiality
consistent with Australian accounting
standards.
The Nomination Committee is also
responsible for:
•
setting and following the procedure
for the selection of new directors for
nomination;
If a director has a current or former
association with a supplier, professional
adviser or consultant to the CSL Group,
that supplier, adviser or consultant will be
considered material:
•
conducting regular reviews of the Board’s
succession plans to enable it to maintain
the mix of skills, experience, expertise
and diversity that the Board is looking to
achieve;
•
from the Company’s point of view, if the
annual amount payable by the CSL Group
to the supplier, adviser or consultant
exceeds 5% of the consolidated expenses
of the CSL Group; and
•
•
regularly reviewing the membership of
Board committees; and
In addition to considering issues that may
arise from disclosure by directors from time
to time under these obligations, the Board
makes an annual assessment of each non-
executive director to determine whether it
considers the director to be independent.
The Board considers that an independent
director is a director who is independent
of management and free of any business
or other relationship that could, or could
reasonably be perceived to, materially
interfere with the exercise of their unfettered
and independent judgment.
conducting annual performance reviews
of the Board, individual directors, and the
Board committees.
•
from the director’s point of view, if that
amount exceeds 5% of the supplier’s,
adviser’s or consultant’s total revenues.
Details of Nomination Committee meetings
held during the year and individual directors’
attendance at these meetings can be found
on page 46 of the Directors’ Report attached
to the financial report.
Similarly, a customer of the CSL Group would
be considered material for this purpose:
•
from the Company’s point of view, if the
annual amount received by the CSL Group
from the customer exceeds 5% of the
consolidated revenue of the CSL Group;
and
The Nomination Committee Charter is
available on the Company’s website (see
www.csl.com.au/about/governance.htm).
