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Committees & Charters

CSL Board Charter

The CSL Board is responsible for oversight of the management of the Company and providing strategic direction. It monitors operational and financial performance, and approves the Company’s budgets and business plans. It is also responsible for overseeing the Company’s risk management, financial reporting and compliance framework. 

The CSL Board Charter (0.11Mb) documents its membership, operating procedures and the apportionment of responsibilities between the Board and management. 

The Board has delegated specific authority to four Board committees that assist it in discharging its responsibilities by examining various issues and making recommendations to the Board. The committees charters are listed below: 

• Audit and Risk Management Committee Charter (0.04Mb)
  
• Human Resources and Remuneration Committee Charter (0.06Mb)
  
• Nomination Committee Charter (0.04Mb)
  
• Securities and Market Disclosure Committee Charter (0.05Mb)
  
• Innovation and Development Committee Charter (0.03Mb)

Audit and Risk Management Committee

The Audit and Risk Management Committee is responsible for assisting the Board in fulfilling its financial reporting, risk management and compliance responsibilities. The functions and responsibilities of the Committee are set out in the Audit and Risk Management Committee Charter (0.04Mb). Broadly, the Committee is responsible for:

• overseeing the Company's system of financial reporting and safeguarding its integrity;
  
• overseeing risk management and compliance systems and the internal control framework;
  
• monitoring the activities and effectiveness of the internal audit function;
  
• monitoring the activities and performance of the external auditor and coordinating its operation with the internal audit function; and
  
• providing full reports to the Board on all matters relevant to the Committee's responsibilities. 

The roles and responsibilities of the Committee are reviewed annually. 

The Committee currently comprises three independent non-executive directors. The Committee charter provides that a majority of the Committee must be independent directors, and that the Committee Chair must be an independent director who is not also Chairman of the Board. Executive directors may not be members of the Committee. Members are chosen having regard to their qualifications and training to ensure that each is capable of considering and contributing to the matters for which the Committee is responsible. 

The Committee meets at least four times a year, and senior executives and internal and external auditors frequently attend meetings on invitation by the Committee. The Committee holds regular meetings with both the internal and external auditors without management or executive directors present.

Human Resources Committee

The Board has adopted a formal Human Resources and Remuneration Committee Charter (0.06Mb) which delegates certain of its responsibilities concerning human resources and remuneration to the Human Resources Committee. The Committee consists of at least three non-executive directors.

The responsibilities of the Human Resources Committee include:

• reviewing and monitoring the human resources strategic plan;
  
• reviewing and approving the corporate human resources policies;
  
• establishing a policy framework for employee and senior executive remuneration;
  
• reviewing and recommending the terms relating to the Company’s employee share, option and performance right schemes;
  
• recommending to the Board individual senior executive remuneration packages and where appropriate, seeking independent advice regarding senior executive remuneration;
  
• recommending to the Board senior executive recruitment, retention and termination policies as well as succession planning strategies and policies;
  
• reviewing benchmarks against which salary reviews are made and monitoring and reviewing the Company’s performance management system; and
  
• reporting to the Board any findings or recommendations of the Committee after each meeting.

Nomination Committee

The functions and responsibilities of the Nomination Committee are documented in a formal Nomination Committee Charter (0.04Mb) approved by the Board. Currently all non-executive members of the Board sit as the Nomination Committee, and the Committee is chaired by the Board Chairman. 

The Committee is responsible for reviewing the Board's membership and making recommendations on any new appointments. The Committee is also responsible for:

• setting and following the procedure for the selection of new directors for nomination;
  
• conducting regular reviews of the Board's succession plans to enable it to maintain an appropriate mix of skills and experience;
  
• regularly reviewing the membership of Board committees; and
  conducting annual performance reviews of the Board, individual directors, and the Board committees.

Securities and Market Disclosure Committee

Through a formal Securities and Market Disclosure Committee Charter (0.05Mb), the board has delegated responsibility for this function to the Securities and Market Disclosure Committee. The Committee is designed to be convened at short notice to enable the Company to comply with continuous disclosure obligations and securities related issues. It comprises a minimum of any two directors, one of whom must be an independent director. The Committee has authority to:

• approve the form and substance of any disclosure to be made by the Company to the ASX in fulfilment of its continuous disclosure obligations;
  
• approve the allotment and issue of securities;
  
• make determinations on matters relating to the location of the share register; and
  
• effect compliance with other formalities which may be urgently required in relation to matters affecting the share capital.

Innovation and Development Committee

The Board has resolved to establish an Innovation and development Committee (the Committee) and has delegated to it the responsibility set out in the Innovation and Development Committee Charter (0.03Mb). This document represent the Charter of the Committee as adopted by the Board as at March 18, 2008.

The primary objective of the Innovation and Development Committee is to provide the Board with oversight of CSL's program and development opportunities so that the Board can discharge its responsibility to provide strategic direction for and approve the Company's business strategies and objectives.