CORPORATE GOVERNANCE
CONTINUED
1
.2 Board Composition
reasonably be perceived to, materially interfere
with the exercise of a director’s unfettered
and independent judgement. As part of
this process, the Board takes into account
each of the factors relevant to assessing
the independence of a director set out in
the ASX Corporate Governance Principles
and Recommendations, and other facts,
information and circumstances that the Board
considers relevant.
executive directors have not been set. Tenure
remains a matter for the Board’s discretion on
a case-by-case basis.
director whose contribution is found not to be
effective.
Throughout the year there were between nine
and ten directors on the Board. Each director,
their length of service and their status as an
independent or non-independent director is
set out below.
In the case of long-serving non-executive
Directors who are standing for re-election at an
AGM but who intend to retire from the Board
within their next term, this intention to retire
will be clearly disclosed in the AGM notice of
meeting.
The Board assesses the independence of new
directors upon appointment, and also makes
an annual assessment of each non-executive
director to determine whether it considers the
director to be independent.
1.3 Director Independence
The Board considers that an independent
director is a director who is independent of
management and free of any interest, position,
association or relationship that could, or could
reasonably be perceived to, materially interfere
with the exercise of their unfettered and
independent judgement.
The Board has determined that all of its non-
executive directors are independent, and were
independent for the duration of the reporting
period. Accordingly, a majority of the directors
on the Board are independent.
Before a person is appointed as a director, or
put forward to shareholders as a candidate
for election as a director, CSL undertakes
appropriate checks in respect of that person,
which include checks as to the person’s
character, experience, education, criminal
record and bankruptcy history.
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
The Chairman of the Board, Professor John
Shine AC, is an independent, non-executive
director. The responsibilities of the Chairman
are described in the Board Charter. The roles
of the Chairman and the Managing Director are
exercised by separate individuals.
conservative approach to materiality consistent
with Australian accounting standards.
Information about any such interests or
relationships, including any related financial
or other details, is assessed by the Board to
determine whether the interest, position,
association or relationship could, or could
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 revealed by the
above checks).
The Board Charter sets guidelines as to the
desired length of service of non-executive
directors. However, fixed tenure limits for non-
1
.4 Nomination and Appointment
of Directors
1
.5 Induction of New Directors
and Ongoing Development
One new director, Dr Tadataka Yamada
KBE, was appointed to the Board during the
financial year. One director, Mr John Akehurst,
retired from the Board during the financial
year. Dr Megan Clark AC and Dr Tadataka
Yamada KBE were elected as directors, and Ms
Marie McDonald was re-elected as a director, at
the 2016 Annual General Meeting.
CSL provides an induction program to assist
new directors to gain an understanding of:
LENGTH OF SERVICE
(AS AT 30 JUNE 2017)
DIRECTOR
INDEPENDENT/NON-INDEPENDENT
•
CSL’s financial, strategic, operational and
risk management position;
Professor John Shine AC
Mr Paul Perreault
11 years
Independent, non-executive director
Non-independent, executive director
Independent, non-executive director
Independent, non-executive director
Independent, non-executive director
Independent, non-executive director
Independent, non-executive director
Independent, non-executive director
Independent, non-executive director
•
•
the culture and values of CSL;
4 years, 5 months
8 years, 9 months
5 years, 10 months
1 years, 5 months
3 years, 10 months
6 years, 5 months
12 years, 11 months
0 years, 9 months
Prior to the expiry of a director’s current term
of office, the Board reviews that director’s
performance.
the rights, duties and responsibilities of the
directors;
Mr David Anstice
Mr Bruce Brook
•
the roles and responsibilities of senior
executives;
Dr Megan Clark AC
Ms Marie McDonald
Ms Christine O’Reilly
Mr Maurice Renshaw
Dr Tadataka Yamada KBE
In addition, before a director is nominated
for election or re-election, it is CSL’s policy
to ask directors to acknowledge to the Board
that they have sufficient time to meet CSL’s
expectations of them. The Board requires that
all of its members devote the time necessary
to ensure that their contribution to CSL is of
the highest possible quality. The Board Charter
sets out procedures relating to the removal of a
•
•
•
the role of the Board committees;
meeting arrangements; and
director interaction with each other, senior
executives and other stakeholders.
Mr John Akehurst retired as a director at the conclusion of the 2016 Annual General Meeting.
The relevant skills, expertise, qualifications and experience of each of the directors are set out in the
directors’ profiles on pages 32 and 33 of this Report.
40
CSL Limited Annual Report 2017