CSL Limited Annual Report 2002-2003
Transcription
CSL Limited Annual Report 2002-2003
VISIT OUR WEBSITES CSL LIMITED ANNUAL REPORT 2002-2003 CSL Limited – www.csl.com.au ZLB Bioplasma AG – www.zlb.com ZLB Bioplasma Inc – www.zlbusa.com JRH Biosciences – www.jrhbio.com TRADEMARKS CSL, Biocor, Bioplasma, JRH and ZLB are all trademarks of the CSL Group. ® Registered trademark of CSL Limited or its affiliates. TM Trademark of CSL Limited or its affiliates. * Trademarks of companies other than CSL and referred to in this Annual Report are listed below: Controlled Therapeutics (Scotland) Limited Cervidil C Z Veterinaria Gudair Leo Pharmaceutical Products Limited AS Merck & Co. Inc. Daivonex Fucidin Comvax H-B-Vax II M-M-R II PedvaxHIB Pneumovax Vaqta Varivax Schering AG Advantan Yamanouchi Europe BV Flomax Grunenthal GmbH Tramal Chiron SpA Menjugate Genelco SA Modavigil Merck KGaA EpiPen Animal Health – www.biocorah.com ABOUT CSL LIMITED The CSL Group of companies develops, manufactures and markets: > Life-saving products derived from human plasma; > Pharmaceuticals and diagnostics essential to health; > Cell culture reagents for the pharmaceutical industry; > Veterinary vaccines and diagnostics to protect livestock and companion animals. CSL has substantial manufacturing facilities in the United States, Europe and Australia and operates globally through four businesses: Human Health, JRH Biosciences, Animal Health and ZLB Plasma Services. Our Human Health business includes the operations of ZLB Bioplasma, CSL Bioplasma, CSL Pharmaceutical, and our global new product development activities. We continue to build on the significant contribution CSL has made to health care for more than eighty years: > Through investment in new product development; > Through collaborative ventures that strengthen our scientific, manufacturing and marketing expertise; > Through quality products and excellent customer service. OUR BUSINESS IS HEALTH CARE CSL BUSINESS ADDRESSES CONTENTS 1 Our People 24 Shareholder Information 43 Human Health – ZLB Bioplasma 10 Health, Safety and Environment 26 Five Year Summary 44 – CSL Bioplasma 12 Controlled Entities 28 Shareholders 44 – CSL Pharmaceutical 14 CSL Group Business Operations 30 CSL Business Addresses Inside Back Cover – New Product Development Our Executive Management Group 31 Trademarks Inside Back Cover Directors’ Profiles 32 About CSL Limited Back Cover Corporate Governance 34 Visit Our Websites Back Cover Share Information 42 16 JRH Biosciences 18 Animal Health 20 ZLB Plasma Services 22 CSL LIMITED ABN 99 051 588 348 Cover: Meral Kaypakkaya (Quality Control Technician), Jorge Padilla (Research Scientist) and Hanspeter Gerber (Manufacturing Plant Operator). Back Cover: Mark Cattapan (Storeman), John Suendermann (Quality Control Technician), Dominic D'Sylva (Welder/Fabricator), and Elizabeth Elms (Packaging Operator). CSL LIMITED DEVELOPS, MANUFACTURES AND MARKETS PHARMACEUTICAL PRODUCTS OF BIOLOGICAL ORIGIN. OUR BUSINESS IS HEALTH CARE: > Life-saving products derived from human plasma; > Pharmaceuticals and diagnostics essential to health; > Cell culture reagents for the pharmaceutical industry; > Veterinary vaccines and diagnostics to protect livestock and companion animals. Australian Addresses CSL Limited Registered Head Office 45 Poplar Road Parkville Victoria 3052 Australia Telephone: + 61 3 9389 1911 Facsimile: + 61 3 9389 1434 Designed and produced by Armstrong Miller+McLaren, Melbounre and Sydney Year in Review 2002-2003 CSL Bioplasma 189 Camp Road Broadmeadows Victoria 3047 Telephone: + 61 3 9246 5200 Facsimile: + 61 3 9246 5299 JRH Biosciences Pty Ltd 18-20 Export Drive Brooklyn Victoria 3025 Telephone: +61 3 9362 4500 Facsimile: +61 3 9315 1656 Australian Sales Offices Victoria and Tasmania 45 Poplar Road Parkville Victoria 3052 Telephone: CSL Pharmaceutical: + 61 3 9389 1408 CSL Animal Health: + 61 3 9389 1251 Facsimile: + 61 3 9389 1727 New South Wales 25-27 Paul Street North North Ryde New South Wales 2113 Telephone: (02) 9887 4433 Facsimile: (02) 9887 3171 Queensland 14 Dividend Street Mansfield Queensland 4122 Telephone: (07) 3849 6140 Facsimile: (07) 3849 6141 ZLB Bioplasma AG Wankdorfstrasse 10 CH-3000 Bern 22 Switzerland Telephone: +41 31 344 4444 Facsimile: +41 31 344 5555 South Australia and Northern Territory 11 Coongie Avenue Edwardstown South Australia 5039 Telephone: (08) 8276 3200 Facsimile: (08) 8277 0556 ZLB Bioplasma Inc 801 North Brand Boulevard Suite 1150 Glendale California 91203 USA Telephone: +1 818 244 2952 Facsimile: +1 818 244 9952 Western Australia 293-297 Fitzgerald Street Perth Western Australia 6000 Telephone: (08) 9328 7322 Facsimile: (08) 9227 6196 ZLB Bioplasma UK Limited Breckland House St Nicholas Street Thetford, Norfolk IP24 1BT England Telephone: +44 1842 755 025 Facsimile: +44 1842 755 174 International Addresses CSL (New Zealand) Limited CSL Pharmaceutical and CSL Bioplasma Level 4, Building 10 666 Great South Road Central Park, Penrose Auckland 6 New Zealand Telephone: +64 9 579 8105 Facsimile: +64 9 579 8106 CSL (New Zealand) Limited Animal Health 2-6 Shakespeare Avenue Upper Hutt New Zealand Telephone: +64 4 527 9088 Facsimile: +64 4 527 9717 ZLB GmbH Schafflerstrasse 4 D-80333 Munich Germany Telephone: +49 89 244 488 300 Facsimile: +49 89 244 488 311 ZLB Bioplasma Belgium SPRL Interleuvenlaan 64 B-3001 Leuven Belgium Telephone: +32 16 38 80 80 Facsimile: +32 16 38 80 89 ZLB Bioplasma Italy SRL Via Valla 16 I-20141 Milan Italy Telephone: +39 02 84742 230 Facsimile: +39 02 84742 229 JRH Biosciences Inc 13804 West 107th Street Lenexa Kansas 66215 USA Telephone: +1 913 469 5580 US Toll Free:+1 800 255 6032 Facsimile: +1 913 469 5584 JRH Biosciences Limited Smeaton Road West Portway Andover Hampshire SP10 3LF England Telephone: +44 1264 333 311 Facsimile: +44 1264 332 412 ZLB Plasma Services 5201 Congress Avenue Suite 220 Boca Raton Florida 33487 USA Telephone: +1 561 981 3700 Facsimile: +1 561 912 3005 Biocor Animal Health Inc 2720 North 84th Street Omaha Nebraska 68134 USA Telephone: +1 402 393 7440 Facsimile: +1 402 393 4712 CSL Bioplasma (Hong Kong) Suite 1805, Wheelock House 20 Pedder Street, Central Hong Kong Telephone: +852 2293 2317 Facsimile: +852 2588 3434 YEAR IN REVIEW 2002-2003 Dear Shareholder, In a year when CSL’s profitability has been significantly affected by difficult US trading conditions and adverse foreign exchange movements, we have expanded key business operations to build competitive strengths in core activities that will position the Company for sustainable growth. ZLB Bioplasma increased US market share for intravenous immunoglobulin (IVIG) and commenced sales of IVIG in Europe, the Middle East and South America following successful transfer of the Sandoglobulin trademark and product registrations from Novartis AG. JRH Biosciences acquired the largest independent collector of animal serum in the US, started work on a significant upgrade to its plant in the United Kingdom and expanded its presence in Asia. CSL Bioplasma continued to strengthen its Asia Pacific operations and our Animal Health business opened a new vaccine facility in the US. In a year of strong growth, CSL Pharmaceutical sold more doses of our Fluvax® influenza vaccine in Australia than ever before. Dividends and Financial Results On 15 April 2003, our shareholders received an interim dividend of 12 cents per share (fully franked). CSL’s final dividend of 22 cents per share (fully franked) will be paid on 10 October 2003. The Directors have also determined that a Dividend Reinvestment Plan will be implemented which will apply to the final dividend. The appreciation of the Swiss franc against the US dollar and lower US prices for IVIG significantly affected profitability. The adverse impact of foreign exchange on our Swiss-based ZLB Bioplasma manufacturing operations nullified Swiss tax advantages, resulting in overall higher tax rates for the Group. In the second half of the year, a stronger Australian dollar introduced additional constraints on profitability. Although ZLB Bioplasma experienced a difficult year, our other businesses performed well to deliver Group sales revenues of $1,300.3 million. After tax profit fell 43% to $70.4 million. A complete summary of our key financial results is shown on page two. Human Health Human Health includes the operations of ZLB Bioplasma AG, ZLB Bioplasma Inc., CSL Bioplasma, CSL Pharmaceutical and CSL’s global New Product Development activities. ZLB Bioplasma, as already mentioned, experienced a difficult trading year due primarily to an oversupplied US market and adverse currency movements, particularly the Swiss franc’s strong appreciation against the US dollar, resulting in weaker CSL ANNUAL REPORT 1 FINANCIAL RESULTS FINANCIAL HIGHLIGHTS FOR THE YEAR ENDED 30 JUNE 2003 All figures in $A million unless stated otherwise. 2002-2003 2001-2002 Total revenue 1,313.2 1,350.2 Sales revenue 1,300.3 1,336.4 91.5 93.3 101.7 156.5 70.4 123.8 112.6 163.6 74.3 82.9 Total assets at 30 June 2,219.5 2,312.1 Total equity at 30 June 1,282.7 1,273.1 Net tangible assets per share at 30 June ($) 2.42 1.79 Weighted average number of shares (million) 159.2 158.3 Basic earnings per share (cents) 44.2 78.2 Dividends per share (cents) 34.0 34.0 Research and development expenses Profit from ordinary activities before income tax expense Profit from ordinary activities after income tax expense Profit from ordinary activities after income tax expense before amortisation of goodwill Capital investment There is a five-year statistical summary on page 44 YEAR IN REVIEW CONTINUED financial performance. Sales revenue was down 16% to $398.5 million compared to last year. sales and a liquid IVIG. Both of these product applications are expected to receive US marketing approval in 2004. In the US, ZLB Bioplasma Inc. expanded the sales of Carimune™ IVIG year-on-year but these gains were largely offset by lower prices. Successful transfer of the Sandoglobulin trademark from Novartis AG enabled ZLB’s sales of IVIG to commence in Europe, South America and the Middle East. ZLB sales were made through newly established affiliated companies in the United Kingdom, Germany, Belgium and Italy as well as through distributors in a further 24 countries. This expanded commercial structure provides further opportunities for additional sales of other ZLB products. ZLB’s investment in broadening commercial operations will help reduce the impact of pricing pressures in the competitive US market by continuing to grow our global market share. CSL Bioplasma increased sales revenue by 10% to $168.4 million in a year of encouraging progress. Growth was underpinned by continuing strong demand for our products, particularly Intragam® P, and by the increased volumes of plasma we processed on behalf of the Australian Red Cross Blood Service (ARCBS). In April 2003, Carimune™ NF, ZLB’s IVIG manufactured using a new nanofiltration process, was successfully launched in the US. This process provides users of this product with additional assurance against transmission of infectious agents including recent threats such as West Nile virus and Severe Acute Respiratory Syndrome (SARS virus). CSL Bioplasma continues to build on our close working relationships with Blood Services throughout the Asia Pacific region including New Zealand, Hong Kong, Singapore and Malaysia. Our new regional office in Hong Kong is providing increased levels of technical support to clients as we work to further strengthen our mainstream presence in key regional markets. We completed a number of manufacturing plant upgrades which have increased ZLB’s plasma throughput capacity to two million litres per year. Several Regulatory Agency inspections were successful including four by the US FDA. Two inspections involved pre-approval of plant and equipment for expansion of Rhophylac® In collaboration with the ARCBS, we added another high quality plasma product to our portfolio in April 2003 with the release of Biostate® onto the Australian market. Biostate® is a high purity Factor VIII for the treatment of Haemophilia A and von Willebrand’s Disease. This new product is currently available 2 CSL ANNUAL REPORT FINANCIAL CALENDAR 2003 2004 19 September Shares traded ex-dividend 17 February Half year profit and interim dividend announcement 26 September Record date for final dividend 26 March Shares traded ex-dividend 10 October Final dividend paid 2 April Record date for interim dividend 16 October Annual General Meeting 13 April Interim dividend paid 31 December Half year ends 30 June Year ends 18 August Annual profit and final dividend announcement 17 September Shares traded ex-dividend 24 September Record date for final dividend 8 October Final dividend paid 14 October Annual General Meeting 31 December Half year ends ANNUAL GENERAL MEETING AGM LIVE WEBCAST Thursday 16 October 2003 at 10:00am Function Centre, National Tennis Centre Melbourne Park, Batman Avenue Melbourne 3000 Note: The Chairman's Report and the Chief Executive Officer's Report will both be webcast through CSL's web site: www.csl.com.au in 250 IU and 500 IU presentations and a 1000 IU will be available soon for added patient convenience. During the year, important capital works projects have been successfully completed. In October 2002, our new nucleic acid amplification-testing laboratory was commissioned. Adding another layer of safety to the products we manufacture, this purpose-built facility uses leading edge technology to screen for blood-born viruses prior to plasma pooling. Completing the work required to expand our manufacturing plant to enable us to fully segregate Australian plasma will be an important step that will lead to our being able to pursue new business opportunities. Log on to the Home Page of CSL's web site and then click on the first item under CSL News called Annual General Meeting webcast. Two notable events for our vaccine portfolio were the introduction of Menjugate*, a conjugated meningococcal C vaccine licensed from Chiron Corporation, and the launch of our thiomersal-free Fluvax® influenza vaccine. In October 2002, shortly after we introduced Menjugate* to the market, the Federal Government announced a major vaccination program for protection against meningococcal C disease for all children in Australia up to the age of 19. CSL will supply Menjugate* to several States and the Territories during the three years this program is expected to run. Looking to the future, CSL Bioplasma is well placed for business growth. In Australia and regional markets, we will continue to focus on expanding our role as the preferred provider of high quality plasma products and customised toll manufacturing services. We will also take advantage of synergies from working with ZLB to expand into new regional markets with a greater product range. Our introduction of a thiomersal-free Fluvax® for Australia’s 2003 winter has been an important step in ensuring this key CSL product continues to deliver the latest vaccine requirements. Approved by the Therapeutic Goods Administration in November 2002, this new formulation is free from preservative. More doses of Fluvax® were sold in Australia this year than ever before. We will continue to optimise manufacturing capacity to ensure our ability to meet the vaccine requirements of customers in both Northern and Southern Hemisphere markets. CSL Pharmaceutical delivered sales revenue of $245.5 million in 2003, well ahead of our 2002 result, in a year when we had significant growth in vaccine and pharmaceutical sales. During the year, the importance of vaccination was highlighted when the outbreak of SARS (Severe Acute Respiratory Syndrome) led to heightened community awareness of the value of CSL ANNUAL REPORT 3 CSL Total Revenue($A millions) CSL Profit Before Interest and Tax ($A millions) YEAR IN REVIEW CONTINUED immunisation to protect against infectious diseases. This increased awareness assisted us to consolidate our position in Australia as the leading supplier of influenza vaccine to healthy adults and also caused us to expand our corporate workplace program. Two further vaccines with particularly encouraging uptake rates this year were Pneumovax* 23 for prevention of pneumococcal infection and Q-Vax® for the prevention of Q Fever. Sales growth in pharmaceutical products has also been strong with Tramal* being a major contributor. This product is consolidating its position as a leading analgesic of choice for moderate to severe pain. As the result of an in-licensing agreement with Cytokine PharmaSciences, CSL is now marketing Cervidil* in Australia. Used to induce labour in childbirth, Cervidil* was launched in June 2003. Through mutual consent agreements with a number of pharmaceutical companies, we have terminated arrangements for CSL’s distribution of hospital products on their behalf. We will continue to phase out low margin, pharmaceutical distribution activities in favour of more profitable in-licensing arrangements, and we will work to further develop domestic and international markets for our Fluvax® influenza vaccine. 4 CSL ANNUAL REPORT New Product Development opportunities continue to come from CSL’s proprietary technologies in plasma fractionation, vaccinology, recombinant proteins and our ISCOM® adjuvant technology. We are investing in an R&D portfolio that provides opportunities for short, medium and longer-term growth. CSL’s most immediate returns will arise from product improvements such as our liquid IVIG, and from Rhophylac®, our high-quality anti-D for preventing haemolytic disease of the newborn (Rh-disease). Late in 2002, the US FDA accepted both plasma products for review. In Australia, as already mentioned, we have launched our preservative-free Fluvax® influenza vaccine, a product which will provide a domestic and international platform for revenue growth in our pharmaceutical business. The main medium term value driver in the portfolio is our HPV vaccine collaboration with Merck & Co. Inc. (see feature story on page 17). This quadrivalent biotech product, now in Phase III testing at sites around the world, has the potential to make a significant contribution to public health by preventing cervical cancer and genital warts. Our proprietary ISCOM® adjuvant technology passed a major milestone this year with data from several successfully completed early stage human clinical trials showing ISCOM® product candidates were safe and tolerable, and could generate potent CSL Profit After Tax ($A millions) CSL R&D Investment ($A millions) Dividends to Shareholders An interim dividend on ordinary shares of 12 cents per share (fully franked) was paid on 15 April 2003. A final dividend on ordinary shares of 22 cents per share (fully franked) will be paid on 10 October 2003. The total dividend for the year of 34 cents per share represents a pay out ratio of 48% (based on EPS after tax before goodwill amortisation). immune responses. This technology should offer CSL a powerful leverage point with partners and give confidence to test ISCOM® based immunotherapy candidates against chronic infectious diseases and cancer. Biotechnology has had little impact to date on preventing Developing additional high-value products derived from human plasma is a strategic imperative for CSL. In this context, we are using a proprietary method to produce a reconstituted high-density lipoprotein (rHDL) from ApoA1 protein fractionated from plasma. Working in collaboration with academic colleagues in Europe and Australia, we have now demonstrated in animal models that rHDL helps reduce the size of brain lesions caused by stroke. Our challenge is to translate these encouraging animal results for treating stroke with rHDL into early-stage human testing. be delivered by injection into the eye. Working with Professor Doug An expedited production of our Haemostatic Dressing this year saw more than 2000 dressings delivered to the US Army under an Investigational New Drug (IND) application approved by the US FDA. The dressing is designed to prevent blood loss following trauma or during major surgical procedures. It is anticipated that the dressing will be effective in severe life-threatening haemorrhage as it contains potent coagulation proteins necessary for blood clotting. The dressing is capable of being used for both internal and external injuries because it can be absorbed by the body. development collaborations with major industry partners. blindness. Although biotech treatments for such serious eye diseases as age-related macular degeneration are in clinical trials around the world, these experimental treatments have to Coster and his team at Flinders University in Adelaide, we are evaluating a proprietary technology for the less invasive topical delivery of recombinant antibody fragments in eye drops. Work on this method of treatment for blinding disorders is at an early stage but could open for CSL a new area of ocular therapeutics. CSL will continue to develop proprietary platform technologies in which we have broad-based intellectual property and skills, and which will enable us to pursue further research and JRH Biosciences JRH Biosciences delivered strong and profitable growth again this year with sales revenue increasing 16% to $168.0 million. Growth was fuelled by cell culture-based biopharmaceuticals moving through clinical trials and was supported by launches of new products and services, favourable serum trading conditions, and substantial increases in sales of proprietary cell culture media. CSL ANNUAL REPORT 5 SALES REVENUE BY BUSINESS UNIT HUMAN HEALTH 62% – ZLB BIOPLASMA AG (30%) – CSL PHARMACEUTICAL (19%) – CSL BIOPLASMA (13%) ZLB PLASMA SERVICES 20% JRH BIOSCIENCES 13% ANIMAL HEALTH 5% YEAR IN REVIEW CONTINUED We will sustain our growth by increasing sales of cell culture products for use in clinical phase biopharmaceutical projects moving through the drug development pipeline. To this end, we launched four new proprietary EX-CELL™ serum-free media for virus and monoclonal antibody growth and production. Our expanded product range drove the 35% increase in EX-CELL™ proprietary media revenue. More customers discovered the benefits of our imMEDIAte Advantage™ program which offers speedy delivery of smaller volumes of cell culture media for research. Now available worldwide, imMEDIAte Advantage™ helped to accelerate the clinical programs of nearly 300 research customers. The new addition of BioEaze™ to our portfolio delivered custom bioprocessing systems to improve the productivity of cell culture-based operations. Our collaborative work with key biopharmaceutical developers saw milestones reached on 11 cell culture media optimisation projects. In February 2003, when the reduced availability of raw serum had led to demand for fetal bovine serum outstripping supply, we took action to protect customers by acquiring the business of By-Prod Corporation, the largest independent serum collector in the US. Serum is an essential component in the production of many biopharmaceutical products and this newly secured US supply 6 CSL ANNUAL REPORT of serum coupled with our existing Australian serum collection operations has strengthened our leadership position in the serum business. We also increased our global serum operations with the establishment of JRH Asia Pacific. Expanding our presence in the developing Asian market, we have appointed local distributors in Taiwan, Korea, Thailand and Singapore. As part of our continuing investment in European infrastructure, we have started work on a significant upgrade of our liquid cell culture media plant in the United Kingdom. We also appointed additional sales and technical staff to extend services for our European customers. This year, we expanded the scale and capability of our research and development facilities at Lenexa in Kansas, bringing online an eight-fold increase in bioreactor capacity used to confirm the scalability of our serum-free media products. At our Denver, Pennsylvania plant we doubled dry media capacity and completed the conceptual design for our next powder expansion. By 2005, JRH will be able to offer both ball-milled and continuously milled powder, providing further capacity and flexibility to address customer demands. Drawing attention to JRH’s leadership position in the cell culture industry, we presented a comprehensive publicity and revised corporate identity campaign this year, the main message being our focus on customers and understanding their needs for consistent, safe and productive cell culture products designed to improve speed to market. JRH Biosciences continues to strengthen its position in the global cell culture market by remaining focussed on fulfilling the demands of its customers throughout the world. Animal Health Animal Health sales revenue increased 6% to $64.7 million in a year of significant improvement in overall profitability. Strong growth has been achieved for key products despite the adverse effects of exchange rates and severe drought in the US and Australia. In the US, Biocor Animal Health canine vaccines increased market share and our Bronchicine® CAe took over as market leader in canine cough vaccines. We also made good progress in the diagnostics sector with Parachek® for Johne’s disease in cattle becoming market leader. During the year, both the US Department of Agriculture and the UK’s Veterinary Medicines Directorate approved the construction, commissioning and validation of our new Leptospira vaccine facility at Biocor’s site in Omaha, Nebraska. Distributed by our marketing partner, Pfizer Animal Health, the Spirovac® bovine leptospira vaccine manufactured in this new facility is now on sale in the US, the United Kingdom and the Republic of Ireland. In Australia, substantial progress has been recorded in the livestock sector despite severe drought conditions. Gudair* ovine Johne’s disease vaccine and our Glanvac B12 range contributed to sales growth in sheep vaccines. Good growth was achieved in the pig vaccine market with further uptake of Improvac®, and demand for Ultravac® 7 in 1 for cattle also increased. In a good year for companion animal products, we improved our equine market position with the launch of Equity® equine immunosterilisation vaccine and Equigen* equine somatotropin. Animal Health made good progress with new product registrations and licensing activities. We obtained a license to market Pestigard®, a bovine viral diarrhoea vaccine, and expect to launch this product in Australia soon. We have entered into an agreement with CZ Veterinaria SA for the rights to distribute their bovine Johne’s disease vaccine in the US, Australia and New Zealand. A review of manufacturing processes has been instrumental in reducing overall production costs and led to significant CSL ANNUAL REPORT 7 The ZLB Bioplasma AG manufacturing facility at Bern in Switzerland. YEAR IN REVIEW CONTINUED improvement in yields of some of the key antigens used to make our vaccines. Next year, we are expecting to reach several major milestones in the development of new products which will lead to the launch of vaccines in the US, Australia, the United Kingdom and the Republic of Ireland. These launches will help support Animal Health’s aggressive growth plans in the years ahead. Aventis Behring is a major manufacturer of plasma derived products with manufacturing plants in the US, Germany, Austria and Spain - as well as a sizeable plasma collection business in the US. Aventis Behring has processing capacity of more than three million litres and produces about 20% of the world’s plasma-based therapeutics. ZLB Plasma Services Performance Rights Plan ZLB Plasma Services supplies plasma to ZLB Bioplasma AG and several other customers manufacturing and marketing plasma-derived products. Operational efficiencies implemented this year in plasma collection centres and our plasma testing laboratory in Miami, Florida contributed to financial performance above expectations. At a time of softening demand for plasma, we consolidated our operations and achieved sales of $255.2 million. At CSL’s next Annual General Meeting we will be seeking shareholder approval for a new senior employee incentive Plan. The Board believes this Plan will more closely reflect current shareholder and sharemarket sentiment as a long-term incentive delivery mechanism. Performance Rights will avoid the effects of dilution and dividend leakage until performance hurdles have been achieved by both the Company and the participating employees. Aventis Behring LLC Dividend Reinvestment Plan In February 2003, CSL entered into an agreement with Aventis that provided an opportunity to evaluate Aventis Behring’s plasma products business. We have commenced the associated due diligence process and when our investigation is completed, we will present the results to our shareholders. As shareholders will be aware, the Board has implemented a Dividend Reinvestment Plan commencing with this year's final dividend. For those shareholders who elect to participate, the Plan offers an efficient method of reinvesting dividends in the Company's shares, as no brokerage or commission is payable 8 CSL ANNUAL REPORT CSL'S MAJOR CORPORATE OBJECTIVES FOR THE YEAR AHEAD > Restore returns as a growing company; > Strengthen the commercial Bioplasma business by expanding international market presence; > Expand and strengthen the domestic market position of the Company’s influenza vaccine business and continue the expansion of sales of this product into Northern and Southern Hemisphere markets; by the shareholder and the shares are issued at a discount of up to 2.5% to the prevailing market price. More detailed information has been sent to shareholders separately. The CSL Board There have been no changes to the membership of the Board during the year, although Mr Ian McDonald has indicated that he will not stand for re-election at the Annual General Meeting in October this year. Mr McDonald was appointed a Director of CSL in October 1992, and has been of great assistance to the Board in providing the benefit of his many years of experience in the international pharmaceutical industry during a time when the Company has grown from being an Australian based pharmaceutical business to one that now has operations around the globe. The CSL Board wishes to take the opportunity provided by this Report to express its appreciation for Mr McDonald’s valued contributions during this time of growth for the Company. > Continue to invest in high value R&D projects that will deliver future growth in the near, medium and long term by capturing, adding value to and commercialising intellectual property assets for the development of novel biopharmaceuticals; > Continue to develop JRH and Animal Health as profitable, specialised international businesses; > Create an environment for growth, development and achievement consistent with CSL’s core values of superior performance, innovation, integrity, collaboration and customer focus. Our Thanks to Management and Staff CSL’s people around the world have faced a very challenging year that has required strong commitment to continue building our businesses under difficult conditions. The CSL Board would like to take this opportunity to acknowledge the dedication and good work of our management and staff. Peter H Wade Chairman Brian A McNamee Chief Executive * See inside back cover CSL ANNUAL REPORT 9 HUMAN HEALTH ZLB Bioplasma AG, based at Bern in Switzerland, is one of the largest manufacturers of plasma products in the world with major markets in the USA and Europe. MAJOR PLASMA PRODUCTS MARKETED BY ZLB BIOPLASMA IMMUNOGLOBULINS FOR TREATMENT OF: Carimune™ NF Carimune™ Redimune™ ® Sandoglobulin ® Panglobulin Infections and autoimmune diseases IMMUNOGLOBULINS FOR PREVENTION OF: Rhophylac ® Carimune™ NF and Carimune™ are distributed by ZLB Bioplasma Inc. in the USA. Redimune™ is distributed by ZLB Bioplasma AG in Switzerland. ® Haemolytic disease of the newborn PLASMA VOLUME EXPANDERS FOR TREATMENT OF : Albumin Acute blood loss (emergency trauma situations) and severe burns CLOTTING FACTOR FOR TREATMENT OF: Factor VIII method M Bleeding disorders such as haemophilia Sandoglobulin is distributed worldwide by ZLB Bioplasma and distributors (excluding USA and ® Switzerland). Sandoglobulin is a trademark from Novartis AG, licensed to ZLB Bioplasma AG. ® Panglobulin is distributed by the American National Red Cross. For more information about our business, see our web sites at: www.zlb.com and at www.zlbusa.com 10 CSL ANNUAL REPORT Inside ZLB Bioplasma's intravenous immunoglobulin (IVIG) manufacturing plant at Bern in Switzerland, operator Hanspeter Gerber changes a nanofilter cartridge. The nanofiltration process provides a new level in product safety. ZLB Bioplasma aims to be a leading provider of intravenous immunoglobulin (IVIG) in North America – an ambitious goal well on the way to being achieved. When ZLB entered the US market in 2001, there was an IVIG shortage with hospitals buying all available product. We are now dealing with a period of oversupply in what has become a highly competitive business. In the US, we stay ahead of supply and demand fluctuations by continuously adjusting sales and marketing strategies with our focus on increasing market share. In 2002, we responded quickly to growing IVIG inventories identified in industry reports, well aware competition would increase and prices would drop in the short term. In 2003, faced with even more aggressive competition in the US, ZLB has taken a leadership position in the IVIG market through the introduction of Carimune™ NF, our nanofiltered product. A new level in product safety, nanofiltration is an effective way to remove viruses without affecting vital immunoglobulin antibodies. ZLB is the first IVIG manufacturer to use nanofiltration, a process which is designed to remove emerging viruses such as West Nile and coronavirus (SARS) as well as other pathogens. One of three new products we expect to launch in the US, Carimune™ NF will help us to continue to achieve our goals. New ZLB-sponsored clinical programs under way in renal transplantation, immunodeficiencies and neuropathies should bring further growth in US demand for IVIG products and a consequent increase in our market share. We doubled our field sales force, introduced a new telemarketing sales team, expanded our IVIG marketing team and focussed more on building end user demand. As a result, we delivered consistent growth in end user demand for Carimune™ throughout 2002 and now have more than 16% market share. CSL ANNUAL REPORT 11 HUMAN HEALTH CSL Bioplasma is one of the largest manufacturers of plasma products in the Southern Hemisphere with a state-of-the-art facility in Melbourne that uses chromatographic production technology. MAJOR PLASMA PRODUCTS MARKETED BY CSL BIOPLASMA CLOTTING FACTORS FOR TREATMENT OF: AHF (HP) ® Biostate ® MonoFix - VF Bleeding disorders such as haemophilia IMMUNOGLOBULINS FOR TREATMENT OF: ® Intragam P VI-IMIG Infections and autoimmune diseases (product given intravenously) Infections (product given intramuscularly) IMMUNOGLOBULINS FOR PREVENTION OF: Rh(D) Immunoglobulin Haemolytic disease of the newborn PLASMA VOLUME EXPANDERS FOR TREATMENT OF: Albumex ® Acute blood loss (emergency trauma situations) and severe burns DIAGNOSTIC PRODUCTS FOR DETERMINATION OF: ABO Monoclonal Reagents Reagent Red Blood Cells Compatibility of donor-recipient blood in transfusion settings People born deficient in Factor VIII and Factor IX experience severe bleeding into their joints and muscles which causes extreme pain as well as long periods of impaired mobility. Treatment with clotting factors minimises bleeding episodes and allows people to lead active lives. ® Intragam P is an intravenous immunoglobulin used to treat people with congenital or acquired deficiencies which make them susceptible to ® recurrent infections. Intragam P can allow these people to live healthier lives as active members of the community. ® Albumex is human serum albumin, a plasma volume expander used in patients suffering severe blood loss and undergoing surgical procedures. For more information about our business, see the Bioplasma section of CSL's web site at: www.csl.com.au 12 CSL ANNUAL REPORT CSL Bioplasma Sales and Marketing Director, Chris Church with Marketing Manager, Elizabeth Campbell (left) and Immunotherapy Product Manager, Eileen Conway in Packaging at the Melbourne manufacturing facility. Building on our strong business position in the Asia Pacific region, CSL Bioplasma is implementing a comprehensive development program to create a more direct mainstream presence in regional markets and significantly increase revenues from international operations. At the same time, we maintain close relationships with the Australian Red Cross Blood Service and the New Zealand Blood Service through which we work for continuous improvements in quality, safety and availability of plasma-derived products. In 2002, we opened our first regional office in Hong Kong and increased sales and marketing activities to provide better support for our customers. We expect our plasma product range and reach to expand as the result of product development activities and the product marketing relationship we are forging with ZLB Bioplasma AG, CSL's Swiss-based business. CSL Bioplasma is the preferred supplier of plasma fractionation services to the Hong Kong Red Cross Blood Service, Malaysian National Blood Centre and the Centre for Transfusion Medicine in Singapore. However, the Asia Pacific region also offers significant business growth potential through emerging clinical demand for our high quality plasma products. Chromatographic methods used by CSL Bioplasma to separate and purify plasma proteins during our manufacturing process include dedicated viral inactivation steps aimed at ensuring the highest product safety standards. All plasma received at our plant is screened against a range of infectious agents. This includes nucleic acid testing (NAT) for HIV and hepatitis C. In 2002, we commissioned a new NAT facility to ensure our continuing ability to meet international testing standards. During the year, we launched Biostate® in Australia - a new high purity Factor VIII to treat bleeding disorders such as haemophilia and which provides the additional benefit of preserving the functional von Willebrand’s factor deficient in patients with von Willebrand’s disease. Biostate® will be launched soon in regional international markets. CSL ANNUAL REPORT 13 HUMAN HEALTH CSL Pharmaceutical manufactures and markets biological products for human use. Our activities range from funding early stage research in universities and research institutes to selling products worldwide through major international organisations. MAJOR PHARMACEUTICAL PRODUCTS MARKETED BY CSL VACCINES ® Fluvax Pneumovax* 23 Menjugate* ® ADT ® Tet-Tox H-B-VAX* II PedvaxHIB* Vaqta* Varivax* Refrigerated Comvax* ® Q-Vax M-M-R* II FOR PREVENTION OF: Influenza Pneumococcal infection Meningococcal C disease Diphtheria and tetanus Tetanus Hepatitis B infection Haemophilus influenzae B Hepatitis A infection Varicella Haemophilus influenzae B and Hepatitis B infection Q-Fever Measles, mumps and rubella ANTI-INFECTIVES ® FOR TREATMENT OF: Flopen ® Moxacin Fucidin* ® BenPen Severe staphylococcal infections Bacterial infections Bacterial infections Bacterial infections OTHER PRODUCTS FOR TREATMENT OF: Tramal* Flomax* Antivenoms Cervidil* Severe pain Benign prostatic hyperplasia Envenomation Complications during childbirth requiring induced labour Excessive daytime sleepiness in narcolepsy Severe allergic reactions Psoriasis Inflammatory dermatoses Modavigil* EpiPen* Daivonex* Advantan* * See inside back cover For more information, see the Pharmaceutical and Human Vaccines sections of CSL's web site at: www.csl.com.au 14 CSL ANNUAL REPORT CSL's Fluvax® influenza vaccine has been the market leader in Australia for many years. Future growth in vaccine sales will come from broadening vaccine uptake in Australia and developing new international business. In a year when the outbreak of SARS (Severe Acute Respiratory Syndrome) has brought worldwide attention to the serious threat of infectious diseases, the value of immunisation against influenza has also been reinforced. Even in years without epidemics, thousands of people around the world die from influenza or complications arising from infection with this disease. Last year, we completed an influenza plant expansion program that doubled throughput capacity and allowed us to take greater advantage of worldwide demand. Subsequently, we entered into a major five-year contract to supply bulk influenza virus antigen to Europe. By supplying vaccine for Southern and Northern Hemisphere winters, we make use of our plant manufacturing capacity all year round. Further market expansion initiatives are planned in Europe, South Africa and South America. In Australia, CSL is using increased manufacturing capacity to target healthy adults and reduce the wider community impact of influenza. To raise the awareness of healthy adults to the benefits of immunisation, we carried out a national campaign through pharmacies and medical centres to encourage healthy people to discuss vaccination with their doctors. At the same time, we continued to offer information to large organisations about the benefits of workplace vaccination programs. For many years, CSL's Fluvax® influenza vaccine has been the market leader in Australia and our sales continue to increase. This year, we released our new preservative-free vaccine following approval from the Therapeutic Goods Administration in November 2002. Looking to the future, growth in Fluvax® influenza vaccine sales will come from the broadening of vaccine uptake in Australia and the development of new international business. CSL ANNUAL REPORT 15 HUMAN HEALTH New Product Development activities are focussed on maintaining CSL's status as Australia's leading investor in biopharmaceutical research. We develop biological products that act on or through the immune system. HUMAN HEALTH PRODUCTS BEING DEVELOPED BY CSL PRODUCTS CURRENT STATUS CSL’S R&D PARTNERS ACADEMIC CORPORATE Vaccine to prevent Cervical Cancer and Genital Warts Phase III clinical development The University of Queensland Vaccine to treat AIN Disease Phase II clinical development The University of Queensland Melanoma/Tumour Immunotherapy Phase II clinical development Ludwig Institute for Cancer Research Vaccine to treat Hepatitis C infection Phase II clinical research Chiron Corporation Haemostatic Dressing Early stage clinical development American National Red Cross Treatment of stroke with rHDL Topical Eye Delivery Late stage research University of Naples, National Stroke Research Institute, Howard Florey Institute Merck & Co. Inc. Cervical Cancer and Genital Warts: human papillomaviruses are associated with a range of clinical manifestations including genital dysplasias, tumours and warts. Anal Intraepithelial Neoplasia (AIN) and Cancer: some human papillomaviruses are the primary cause of anogenital cancer. Anogenital cancer is an emerging disease in both HIV +ve and –ve homosexual men. Melanoma and Tumour Immunotherapy: targeting the human immune system to recognise and kill cancer cells is an attractive approach to reduce tumour burden, increase quality of life, and potentially cure patients with various forms of cancer. Hepatitis C (HCV): a major international public health problem. We are working with scientists at Chiron Corporation to develop an immunotherapeutic to treat patients with chronic HCV infection. Haemostatic Dressing: this product is designed to prevent blood loss following trauma or during major surgical procedures. Stroke: reconstituted high density lipoprotein (rHDL) developed by our colleagues at ZLB Bioplasma AG may be used to reduce the size of the brain lesion following vascular occlusion. Topical Eye Therapy: delivery of biotech treatment for eye disease requires injection into the eye. We are working with collaborators at Flinders Medical Centre to develop topical (eye drops) delivery of biotech ophthalmic therapies. Late stage research Flinders University For more information about our projects, see the R&D section of CSL's web site at: www.csl.com.au 16 CSL ANNUAL REPORT Professor Ian Frazer (left) with CSL scientist Stirling Edwards: Merck & Co. Inc. holds the exclusive license for human papillomavirus (HPV) technology developed by Professor Frazer in collaboration with CSL. Excellent progress has been made this year in CSL's collaboration with Merck & Co. Inc. to develop a vaccine against human papillomaviruses (HPV) associated with cervical cancer and genital warts. Phase II clinical trials of a vaccine against HPV type 16 have been 100% successful in preventing the targeted sexually transmitted disease that is the primary cause of cervical cancer. Following this compelling evidence of efficacy, a multinational Phase III registrational program is now under way testing a quadrivalent vaccine against HPV types 6, 11, 16 and 18. Infection with types 16 and 18 can lead to cervical dysplasia and cervical cancer in some women and is also associated with other serious diseases of the genital tract, such as anal intraepithelial neoplasia. Cervical cancer is a major cause of cancer in women and HPV types 16 and 18 are linked to most cervical cancer deaths. Infection with types 6 and 11 can lead to genital warts. The technology on which the vaccine is based was developed in the early 1990s in a collaboration between CSL scientists and Professor Ian Frazer at the University of Queensland. In 1995, Merck obtained an exclusive license for this technology from CSL. CSL holds exclusive distribution rights to Australian and New Zealand markets for any HPV vaccine developed by Merck using the technology and will also benefit from worldwide commercialisation. The development of a candidate HPV vaccine is the powerful result of an Australian academic and industry alliance to capture intellectual property and our long-term collaboration with Merck. To identify and develop the technology to create a new vaccine typically takes from ten to fifteen years. From an idea in the early 1990s, we have now progressed to the final phase of human clinical trials and closer to our goal of a socially significant and commercially successful vaccine. CSL ANNUAL REPORT 17 JRH BIOSCIENCES JRH Biosciences develops, manufactures and markets cell culture reagents including dry powder media, liquid media and sera used in the manufacture of vaccines, biopharmaceuticals and gene therapy products. MAJOR CELL CULTURE PRODUCTS MARKETED BY JRH BIOSCIENCES BIOTECHNOLOGY PRODUCTS USED IN CELL CULTURE BIOTECHNOLOGY SERVICES USED IN CELL CULTURE APPLICATIONS Serum-Free Media Classical Media Sera Growth Factors Supplements Buffers Detachment Factors Reagents imMEDIAte Advantage™ Program for quick delivery of small volumes of customised media, either in liquid or dry powder form, preferred by scientists in research and product development. BioEaze™ Sterile disposable bags, components and bioprocessing systems designed to address specific pharmaceutical and biotechnology applications. Bulk Liquid Media System Customised liquid media handling systems designed to facilitate raw material transfer in cell culture laboratories. Media Development and Optimisation Development of media formulations specific to customer cell lines and applications, focussed on improving productivity and efficiencies. Technical Services Regulatory support to meet customer and government requirements for licensing issues; customer support on product applications and cell culture techniques; and product support focussing on technology transfer. Analytical Services Biochemical analyses that aids cell culture product development and optimisation. For use in the production of therapeutics, vaccines, monoclonal antibodies and recombinant proteins. Sera, media and growth factors are also extensively used in research and diagnostic laboratories. Cells taken from living organisms and grown under controlled conditions in a laboratory or manufacturing system are known as cell culture. In cell culture, media combined with sera, growth factors and other supplements are used to grow cells and produce proteins. JRH Biosciences develops, manufactures and markets cell culture reagents and services targeted for commercial firms involved in developing and producing biopharmaceuticals using mammalian and insect cell culture methods. For more information about our business, see our web site at: www.jrhbio.com 18 CSL ANNUAL REPORT JRH Biosciences' research scientist Sandy McNorton develops new serum-free media formulations. JRH's media development group continues to expand to meet increasing demand for chemically defined media formulations. JRH Biosciences has continued to achieve success through business expansion, product and technology developments, and strong support for our customers. We have invested in the future, as illustrated by our activities in the key European cell culture market. In the next financial year, JRH will complete a major expansion of manufacturing facilities in the United Kingdom. From this modern plant, liquid cell culture media produced to strict code of Good Manufacturing Practice (cGMP) requirements will be provided to biopharmaceutical researchers and manufacturers across Europe. Although JRH is already an established world leader in the liquid media business, this latest expansion positions us for significant involvement in European clinical trials in which large quantities of liquid media are used. We will further improve our business success by aligning cell culture products with the drug development pipeline requirements of the worldwide biopharmaceutical industry. JRH's February 2003 acquisition of By-Prod, the largest independent collector of animal serum in the US, has now secured continuity of supply for customers using serum in biopharmaceutical research and development. This US serum business complements our Australian serum collection and processing operations and provides customers with additional options. We will be offering an enhanced portfolio of serum products next year for this critical component in the development of many biopharmaceuticals. JRH scientists are continuing to develop products for emerging areas of significant interest to customers including gene therapy and therapeutic monoclonal antibody applications. Our core research focus is on developing proprietary media used in biopharmaceutical research and development by our customers. Our business success is set to continue as we strengthen global production, sales and distribution capabilities in ways that bring greatest benefit to our customers. CSL ANNUAL REPORT 19 ANIMAL HEALTH Animal Health develops, manufactures and markets vaccines for the prevention of disease in livestock (sheep, cattle and pigs) and companion animals (horses, dogs and cats), and a range of diagnostic products. MAJOR ANIMAL HEALTH PRODUCTS MARKETED BY CSL VACCINES Glanvac ® ® Ultravac 7 in 1 ® Scabigard ® Canvac ® Bronchicine CAe ® Fevac ® Rhinopan ® Equivac ® Longrange ® Ultravac 5 in 1 Gudair* ® Surround ® HerdVac ® Improvac ® Leptoshield FOR PREVENTION OF: DIAGNOSTIC PRODUCTS Cheesy gland and clostridial diseases, selenium deficiency and vitamin B12 deficiency in sheep Leptospirosis and clostridial diseases in cattle Scabby mouth in sheep Viral and bacterial diseases in dogs Kennel cough in dogs Viral diseases in cats Viral and chlamydial diseases in cats Bacterial diseases in horses Botulism in cattle Clostridial diseases in sheep and cattle Johne’s disease in sheep Viral and bacterial diseases in cattle Viral and bacterial diseases in cattle Boar taint in male pigs Leptospirosis in cattle Bovigam For the diagnosis of Bovine tuberculosis ® Parachek For the diagnosis of Johne's disease in cattle ® ® ® Note: Bronchicine CAe, Surround and Herdvac are marketed only in the USA. ® * Gudair: see inside back cover For more information about our business, see the Animal Health section of CSL's web site at: www.csl.com.au and also our Biocor Animal Health Inc. web site at: www.biocorah.com 20 CSL ANNUAL REPORT Operator Jeff Spahr in the formulation room of the new Leptospira vaccine production facility at Omaha in Nebraska. The Spirovac® vaccine produced here is now on sale in the US, United Kingdom and the Republic of Ireland. In 2003, our US business, Biocor Animal Health, opened a new Leptospira vaccine production facility at their headquarters in Omaha, Nebraska. Built and commissioned in just two years, this plant has achieved UK Veterinary Medicines Directorate approval after just one inspection, a rare achievement for any US veterinary facility. The Spirovac® Leptospira vaccine we produce in this plant using unique vaccine technology is now being sold in our initial target markets - the US, the United Kingdom and the Republic of Ireland. Spirovac® vaccine has also been approved by the United States Department of Agriculture (USDA) as an aid in protecting unborn calves. This initiative is a result of trials by the USDA’s researchers that indicated total prevention of kidney and genital tract infection. The only bovine leptospirosis vaccine in the world known to have achieved this important label claim, Spirovac® is a major breakthrough product for dairy and beef producers because the disease is a significant cause of abortion in cattle. In Australia, sales of Leptospira vaccines are at record levels. Ultravac® 7 in 1 and Leptoshield® are market leaders for bovine leptospirosis vaccines. The unique technology used to produce these vaccines has helped expand the overall market and strengthened our relationships with key customers. Through marketing partner, Pfizer Animal Health, Spirovac® has increased our market share in the dairy and particularly the calf markets in the United Kingdom and Republic of Ireland. The only bovine leptospirosis vaccine approved for calves as young as four weeks old, Spirovac® protects them from disease before they are naturally exposed to infection. Future significant sales growth will be achieved in all major cattle markets through further product development and an expanded range. We are also developing vaccines to protect other animals from Leptospirosis. CSL ANNUAL REPORT 21 ZLB PLASMA SERVICES ZLB Plasma Services is one of the largest collectors of human blood plasma in the world and a major supplier to the US fractionation industry. ZLB PLASMA SERVICES LOCATIONS WA MN OR WI MI OH IN WV UT CO KS MO KY TN AZ OK SC NM TX LA FL > Arizona (AZ) > Colorado (CO) > Florida (FL) > Indiana (IN) > Kansas (KS) > Kentucky (KY) > Louisiana (LA) > Michigan (MI) > Minnesota (MN) > Missouri (MO) > New Mexico (NM) > Ohio (OH) > Oklahoma (OK) > Oregon (OR) > South Carolina (SC) > Tennessee (TN) > Texas (TX) For more information about our business, see our web site at: www.zlbusa.com 22 CSL ANNUAL REPORT > Utah (UT) > Washington (WA) > West Virginia (WV) > Wisconsin (WI) Inside the ZLB Plasma Services laboratory in Florida, medical technologist Heddie Baron prepares a reagent used in chemical analysers to test plasma samples. The laboratory processes millions of plasma samples each year. Based in Boca Raton, Florida, ZLB Plasma Services is one of the largest collectors of human blood plasma in the world, operating forty-five collection centres in twenty-one US States. We have steadily invested in the business over the past year to ensure the highest international quality standards. This has helped to position us as a reliable supplier of a critical raw material to the fractionation industry while at the same time creating the greatest operational and marketing flexibility for ZLB Bioplasma. Our laboratory in Miami processes millions of plasma samples each year carrying out a wide range of serological plasma screening tests on behalf of our collection centres. Now successfully integrated into CSL's operations, we are able to offer a secure source of US plasma to support ZLB Bioplasma requirements as they manufacture increasing quantities of plasma products for both new and existing markets. Complying with strict US FDA regulations for donor safety and product quality, ZLB Plasma Services is a major supplier of high quality plasma to the US plasma fractionation industry. Volumes of plasma sent to ZLB Bioplasma for fractionation will increase as necessary to match their business requirements. Most of the plasma we collect is drawn from the general community but we also produce some speciality plasma with particular antibody profiles for use in manufacturing such products as ZLB Bioplasma's Rhophylac® for prevention of haemolytic disease in the newborn. Looking to the future, we will continue to optimise our business through careful investment and operational excellence to ensure our facilities and systems exceed the stringent standards of this strictly regulated industry. CSL ANNUAL REPORT 23 OUR PEOPLE By creating opportunities for the benefit and advancement of our people, we help to ensure the achievement of CSL’s global objectives. CSL GROUP VALUES SUPERIOR PERFORMANCE We strive to be the best at what we do INNOVATION We seek better ways of doing things INTEGRITY We are ethical and honest at all times COLLABORATION We work together to achieve better results CUSTOMER FOCUS We seek to understand and meet their needs. 24 CSL ANNUAL REPORT In Australia, CSL is a leader in innovative human resource practices that have benefited both our people and business operations. CSL's success in creating progressive working environments is the result of competency-based career systems, our learning and development strategies, family friendly workplace initiatives and staff opinion surveys that help identify needs. During the past year, we have continued to focus on developing global human resources systems to address the emerging demands of our business that now employs more people in the US and Europe than in Australia. The emphasis of these initiatives is on developing leaders, creating among people a better understanding of all parts of our business, and providing opportunities for our people to look beyond their specific roles to identify more closely with everything we do. CSL Bioplasma's Employee Development Manager, Brendan Saville introduces Process Engineer, Natalie Saunders to an E-Learning training module. These modules can also be accessed through personal computers at times suitable for each employee. In keeping with these global programs, we have undertaken an extensive internal review that defined the Values of the CSL Group, introduced an Executive Leadership Program, developed a Leadership Capabilities Program and launched a Global Employee Share Plan. The CSL Group Values define what our Company stands for and what we expect from ourselves. This value system is being implemented across all our operations, with each business working out the most effective way to communicate these Values within their own environment. Future key leaders within the CSL Group will come from a diverse range of people spread across the world. With the aim of developing the skills and relationships among the top line leadership, a group of senior executives from across the CSL Group participated in CSL’s initial Executive Leadership Program. The course content of strategic thinking and personal leadership is developing an important internal resource for the business which reflects CSL’s immediate and future needs. Developed through an extensive internal consultation process, CSL’s Leadership Capabilities Program provides guidelines and expectations for senior, middle and frontline managers. Based on CSL Group Values, this program has set the framework for what we expect from future leaders as well as for our future learning and development requirements. The successful launch of our Global Employee Share Plan, approved by shareholders at CSL's 2002 Annual General Meeting, has delivered a new opportunity for all our people to have equity in the business. This plan is part of a strategy to help ensure our people identify more closely with the Company and better understand CSL's businesses. CSL ANNUAL REPORT 25 HEALTH, SAFETY AND ENVIRONMENT Our continuing aim is to ensure that CSL's business operations are carried out in workplaces that are safe and healthy for our employees, for the community and for the environment. HEALTH AND SAFETY POLICY POLICY SYSTEMS By encouraging safe work behaviours and implementing processes, policies and procedures, CSL will ensure the health and safety of all employees, contractors, visitors and the community who are associated with our worldwide operations. CSL has developed and will maintain management systems for health and safety that are consistent with internationally recognised standards and enable us to: CSL will meet its obligations under local laws and statutes and thereby demonstrate our determination to be a responsible employer. Managers are allocated particular responsibilities for ensuring that the health and safety management system is properly implemented and performing to requirements in all locations and operating areas within the Company. 26 CSL ANNUAL REPORT > Ensure that our facilities operate to the highest health and safety standards to protect our employees, contractors, neighbours and the environment; > Ensure health and safety policies, procedures and instructions are widely communicated and adhered to; > Consult and cooperate with employees and their representatives on health and safety matters; > Provide appropriate training and resources so those individuals are equipped to work safely in an incident-free workplace. Phil Lovelock, the HS&E Manager for Parkville and associated sites, checks on materials handling procedures in the Parkville Main Store with Rebekah Hansard, Materials Safety Data Sheet Manager. Our health, safety and environment (HS&E) responsibilities have continued to expand as CSL has acquired new businesses, commissioned new facilities and extended business operations around the world. CSL has developed a unified HS&E management system to integrate under one corporate umbrella the range of programs being carried out at all sites. In this way, we have maintained a consistent global approach to managing the HS&E requirements of our diverse range of working environments. The CSL Group delivers a sustainable and comprehensive HS&E management system by requiring all CSL workplaces to meet the same stringent corporate standards and by also complying with the relevant regulations covering those jurisdictions in which our businesses operate. As a result of our integrated HS&E system, we are well positioned to ensure that all our business operations are carried out in workplaces that are safe and healthy for our employees, the community and the environment. Our health and safety professionals based in the US, Europe, Australia and New Zealand implement corporate programs at the local level. CSL subsidiaries also have their own internal HS&E auditors, though local operations remain subject to additional corporate audit processes. Fundamental to our management system are four corporate policies covering health and safety, the environment, incident reporting, and the rehabilitation of injured workers. Developed in consultation with our employees and their representatives, these policies define our beliefs, intentions and approaches to developing HS&E systems. We will continue to maintain safe and healthy workplaces at all sites by implementing consistent policies, providing clear guidelines and demanding adherence to standard operating procedures. In keeping with Company policy and to minimise environmental impacts of our global operations, all CSL sites are required to ensure their systems, processes and procedures also comply with local environmental regulations and policies. CSL ANNUAL REPORT 27 CONTROLLED ENTITIES 28 CSL ANNUAL REPORT CSL Limited, based at Parkville in Melbourne, is a public company listed on the Australian Stock Exchange and parent company of the CSL Group. CSL business activities are carried out through our Human Health, JRH Biosciences, Animal Health and ZLB Plasma Services operations. Biocor Animal Health Inc. is a subsidiary of CSL US Inc. Based in the US at Omaha in Nebraska, Biocor manufactures and markets veterinary vaccines and is operationally part of CSL's Animal Health Group. ZLB Bioplasma Inc., a Los Angeles based subsidiary of JRH Biosciences Pty Ltd, based in Melbourne, is a subsidiary of CSL Limited that processes Australian animal serum used to produce cell culture media. CSL (New Zealand) Limited, based in Auckland, is a subsidiary of CSL Limited and is the New Zealand marketing arm for Australian Bioplasma, Pharmaceutical and Animal Health business operations. CSL (New Zealand) Limited also manufactures veterinary viral vaccines at a plant in Upper Hutt, near Wellington. Iscotec AB, a Swedish company, is a subsidiary of CSL Limited that has technology to enhance the immune response to vaccines. Cervax Pty Ltd is a subsidiary of CSL Limited and is a company formed to undertake a specific research and development project. Cervax is 74% owned by CSL. CSL International Pty Ltd is a subsidiary of CSL Limited and the holding company for the international operations of the CSL Group. CSL Denmark ApS is a subsidiary of CSL International Pty Ltd and the holding company for the European subsidiaries of the Group. CSL US Inc., is operationally part of ZLB Bioplasma AG. In the US, ZLB Bioplasma Inc. markets and distributes plasma-derived products and operates ZLB Plasma Services, a Florida based plasma collection business. ZLB Bioplasma AG., based in Bern, Switzerland, is a subsidiary of CSL Denmark ApS. ZLB Bioplasma AG manufactures plasmaderived products and has major markets in the US and Europe. ZLB Bioplasma Belgium sprl, a subsidiary of CSL Denmark ApS, is a sales and marketing company for plasma products manufactured by ZLB Bioplasma AG. ZLB Bioplasma Italy srl, a subsidiary of CSL Denmark ApS, is a sales and marketing company for plasma products manufactured by ZLB Bioplasma AG. CSL UK Holdings Limited, a subsidiary of CSL Denmark ApS, is the holding company for the United Kingdom operations of the CSL Group. JRH Biosciences Limited, based in Andover in the United Kingdom, is a subsidiary of CSL UK Holdings Limited and is the CSL US Inc. is a subsidiary of CSL International Pty Ltd and the holding company for the US operations of the CSL Group. European sales and marketing arm of JRH Biosciences Inc. ZLB Bioplasma UK Limited, a subsidiary of CSL UK Holdings CSL Finance Pty Ltd is a subsidiary of CSL International Pty Ltd through which the CSL Group raises debt funding. Limited, is a sales and marketing company for plasma products CSL UK is a subsidiary of CSL International Pty Ltd. This company was dissolved on 28 July 2003. ZLB GmbH, a German subsidiary of ZLB Bioplasma AG, is a JRH Biosciences Inc. is a subsidiary of CSL US Inc. Based by ZLB Bioplasma AG. manufactured by ZLB Bioplasma AG. sales and marketing company for plasma products manufactured in Kansas in the US, it is one of the largest manufacturers of specialised cell culture media in the world. JRH Biosciences Inc. has manufacturing sites in Kansas and Pennsylvania. All subsidiary companies shown in the chart on page 28 are wholly owned by the parent except Cervax Pty Limited in which CSL has a majority shareholding. CSL ANNUAL REPORT 29 CSL GROUP BUSINESS OPERATIONS CSL Group business operations are carried out through four business units: Human Health, JRH Biosciences, Animal Health and ZLB Plasma Services. Human Health ZLB Bioplasma AG ZLB Bioplasma Inc ZLB Bioplasma UK Limited ZLB GmbH ZLB Bioplasma Belgium sprl ZLB Bioplasma Italy srl CSL Bioplasma CSL Pharmaceutical JRH Biosciences JRH Biosciences Inc JRH Biosciences Pty Ltd JRH Biosciences Limited Animal Health CSL Animal Health Biocor Animal Health Inc CSL (New Zealand) Limited ZLB Plasma Services ZLB Plasma Services 30 CSL ANNUAL REPORT Bern, Switzerland (HQ) California, USA Norfolk, England Munich, Germany Brussels, Belgium Milan, Italy Melbourne, Australia Hong Kong Auckland, New Zealand Melbourne, Australia Auckland, New Zealand Develops, manufactures and markets plasma products Markets plasma products in the USA Markets plasma products in the United Kingdom Markets plasma products in Germany Markets plasma products in Belgium Markets plasma products in Italy Develops, manufactures and markets plasma products Markets plasma products Markets plasma products Manufactures and markets biopharmaceutical products Markets biopharmaceutical products Kansas, USA (HQ) Pennsylvania, USA Melbourne, Australia Hampshire, England Develops, manufactures and markets cell culture products Manufactures cell culture products Manufactures and markets cell culture products Markets cell culture products Melbourne, Australia Nebraska, USA Upper Hutt, New Zealand Develops, manufactures and markets veterinary products Develops, manufactures and markets veterinary products Manufactures veterinary products Florida, USA (HQ) Operates plasma collection centres in 21 US States Operates a plasma testing facility in Florida OUR EXECUTIVE MANAGEMENT GROUP Dr Brian McNamee Managing Director Tony Cipa Finance Director Peter Turvey Company Secretary and General Counsel Peter Turner President ZLB Bioplasma AG Paul Bordonaro General Manager CSL Bioplasma Colin Armit President CSL Pharmaceutical Dr Andrew Cuthbertson Chief Scientific Officer Paul Grujic President Animal Health Thomas Giarla President JRH Biosciences Kelvin Milroy General Manager Human Resources CSL ANNUAL REPORT 31 DIRECTORS’ PROFILES Peter H Wade Brian A McNamee Peter H Wade, FCPA, FAICD – (age 69) Chairman Finance, Management (resident in Victoria). Mr Wade was elected to the CSL Board in 1994 and became Chairman in 1999. He had previously served CSL as a Commissioner and Director from 1985 to 1993 including a period as Acting Chairman during 1988. Mr Wade is a Director of Tabcorp Holdings Limited, and former Managing Director, North Limited. Brian A McNamee, MB, BS, FAICD – (age 46) Managing Director Pharmaceutical Industry, Medicine (resident in Victoria). Dr McNamee is the Chief Executive and Managing Director of CSL, and the President of CSL (US) Inc. He is a Director of the Peter MacCallum Cancer Foundation Ltd. Dr McNamee completed Bachelor of Medicine and Bachelor of Surgery Degrees at the University of Melbourne in 1979. Before taking up his present position in 1990, Dr McNamee was Managing Director and Chief Executive of Pacific Biotechnology Limited in Sydney, NSW (1988-89), General Manager, Faulding Product Divisions, F H Faulding & Co Limited, Adelaide, South Australia (1984-87), and International Product Manager, Dr Madaus & Co, based in Cologne, West Germany (1982-84). 32 CSL ANNUAL REPORT Elizabeth A Alexander Antoni M Cipa Elizabeth A Alexander, AM. BCom, FCPA, FCA, FAICD – (age 60) Accounting (resident in Victoria). Miss Alexander was appointed to the CSL Board in July 1991. She is a Director of Amcor Limited and Boral Limited. She is National President of the Australian Institute of Company Directors, a Member of the Corporations and Securities Panel of the Australian Securities and Investment Commission, a Member of the Financial Reporting Council and past National President of the Australian Society of Certified Practising Accountants. She is Chairman of the Board of Advice to the Salvation Army (Southern Command) and is Deputy Chairman of the Winston Churchill Fellowship Trust. Miss Alexander is Chairman of the Audit and Risk Management Committee. Antoni M Cipa, B.Bus (Acc), Grad.Dip (Acc), CPA, ACIS – (age 48) Finance Director Finance (resident in Victoria) Mr Cipa was appointed to the CSL Board as Finance Director in August 2000. Mr Cipa commenced his employment at CSL in 1990 as Finance Manager. He was instrumental in the float of the Company in 1994 at which time he was appointed Chief Financial Officer. Prior to joining CSL, Mr Cipa was employed at large public companies where he had significant exposure to mergers and acquisitions. C Ian R McDonald Ian A Renard C Ian R McDonald, BSc (Hons) – (age 70) International Pharmaceutical Industry (resident in NSW). Mr McDonald was appointed a Director of CSL in October 1992. Mr McDonald was formerly Group Vice President, Pharmaceuticals, of Syntex Corporation, President of Syntex Pharmaceuticals International Limited, Vice President Asia Pacific of G D Searle & Co, and a former Director of Agen Limited Group. He is a past Managing Director of Searle Australia Pty Limited and Mead Johnson Pty Limited. Mr McDonald is a Member of the Audit and Risk Management Committee. Ian A Renard, BA, LLM, FAICD – (age 57) Law (resident in Victoria). Mr Renard was appointed to the CSL Board in August 1998. He has for many years practised in company and commercial law. He is a Director of Newcrest Mining Limited and Hillview Quarries Pty Ltd, and is a Member of the Australian Advisory Board of Singapore Power. Mr Renard is also Deputy Chancellor of the University of Melbourne, Chairman of the Melbourne Theatre Company and a Director of Australian Major Performing Arts Group Ltd. Mr Renard is a Member of the Audit and Risk Management Committee and Human Resources Committee. Kenneth J Roberts Arthur C Webster Kenneth J Roberts, AM, BEc, FCPA, FAIM, FAICD, FRACP (Hon) – (age 65) International Pharmaceutical Industry, Management, Marketing (resident in NSW). Mr Roberts was appointed to the CSL Board in February 1996. Formerly, he was Chairman and Managing Director of Wellcome Australasia and Director of Marketing Development for the Wellcome worldwide group. He is Chairman of the Royal Australasian College of Physicians Research and Education Foundation and Start-up Australia Pty Ltd. Mr Roberts is also a Director of ManageSoft Corporation Limited and a Member of the Boards of the Australian Genome Research Facility and the University of Queensland Institute for Molecular Bioscience Com. Mr Roberts is Chairman of the Human Resources Committee. Arthur C Webster, BVSc, DipBact (Lond) – (age 59) Animal Health Industry, Commerce (resident in NSW). Dr Webster was appointed to the CSL Board in March 1998. He is Chairman of the Advisory Board for the Faculty of Veterinary Science at Sydney University and also Chairman of three private Australian companies. He is a Council Member of both the Postgraduate Foundation in Veterinary Science and the Veterinary Science Foundation, University of Sydney. Dr Webster was formerly Technical Director then Managing Director of the animal health company, Cyanamid Webster Pty Ltd, and a Member of the Board of Governors, University of Western Sydney. Dr Webster is a Member of the Human Resources Committee. Peter R Turvey, BA/LLB, MAICD Company Secretary CSL ANNUAL REPORT 33 CORPORATE GOVERNANCE This statement outlines the Company's principal corporate governance practices in place during the year or that were introduced during the course of the year. This statement outlines the Company's principal corporate governance practices in place during the year or that were introduced during the course of the year. 1. The Board of Directors 1.1 The Board Charter The Board has a formal charter documenting its membership, operating procedures and the apportionment of responsibilities between the Board and management. The 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 Board has delegated the day-to-day management of the Company, and the implementation of approved business plans and strategies to the Managing Director, who in turn may further delegate to senior management. In addition, a detailed authorisations policy sets out the decision-making powers which may be exercised at various levels of 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. Those committees are the Audit and Risk Management Committee, the Human Resources Committee, the Nomination Committee and the Securities and Market Disclosure Committee. Each committee is governed by a charter setting out its composition and responsibilities. A description of each committee and their responsibilities are set out below. The Board also delegates specific responsibilities to ad hoc committees from time to time. The Board charter sets guidelines as to the desired term of service of non-executive directors. Board appointees should be available 34 CSL ANNUAL REPORT to serve for at least eight years. Directors are to resign upon having served on the Board for 15 years, unless the remaining members of the Board unanimously request the director to remain on the Board. Directors are entitled to access independent professional advice at the Company's expense to assist them in fulfilling their responsibilities. To do so, a director must first obtain the approval of the Chairperson. The director should inform the Chairperson of the reason for seeking the advice, the name of the person from whom the advice is to be sought, and the estimated cost of the advice. Professional advice obtained in this way is made available to the whole Board. 1.2 Composition of the Board Throughout the year there were eight directors on the Board. Two of them – the Managing Director and the Finance Director – are executive directors. The 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 director, including details of their skills, expertise, relevant experience, term of office and Board committee memberships can be found on pages 32 and 33. The Chairman of the Board 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. 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. All CSL directors are aware of, and adhere to, their obligation under the Corporations Act 2001 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 related party dealings are set out in full in note 33 to the Company's accounts. 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 Australian Stock Exchange (ASX) Listing Rules. If a potential conflict of interests 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. 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. 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: > information contained in specific disclosures made by directors pursuant to their obligations under the Board charter and the Corporations Act 2001; > any past employment relationship between the director and the Company; > any shareholding the director or any of his or her associates may have in the Company; > 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; > any other directorships held by the director; and > any family or other relationships a director may have with another person having a relevant relationship or interest. 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. 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: > 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 > from the director's point of view, if that amount exceeds 5% of the supplier's, adviser's or consultant's total revenues. 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 CSL ANNUAL REPORT 35 CORPORATE GOVERNANCE CONTINUED 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. Before their nomination for election or re-election, it is the Company's policy to ask directors to acknowledge to the Board that they have sufficient time to meet the Company's expectations of them. The Board requires that all of its members devote the time necessary to ensure that their contribution to the Company is of the highest possible quality. The Board charter sets out procedures for the removal of a director whose contribution is found to be inadequate. 1.4 Nomination Committee 1.6 Performance Evaluation The functions and responsibilities of the Nomination Committee are documented in a formal charter approved by the Board. Currently all members of the Board sit as the Nomination Committee, and the Committee is chaired by the Board Chairperson. As mentioned above, the Board (as the Nomination Committee) meets annually to review its own performance. The Chairperson also holds discussions with individual directors to facilitate peer review. The non-executive directors are responsible for evaluating the performance of the Managing Director, who in turn evaluates the performance of all other senior executives. These evaluations are based on specific criteria including the Company's business performance, whether the long term strategic objectives are being achieved and the achievement of individual performance objectives. from the director's point of view if that amount exceeds 5% of the customer's total expenses. 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. Information about meetings held during the year, and individual directors' attendance at these meetings, can be found on page three of the Directors’ Report attached to the financial report. 1.5 Director Appointments No new directors were nominated for appointment to the Board during the financial year. Kenneth J Roberts, Ian A Renard and Antoni M Cipa were each re-elected as directors at the 2002 annual general meeting. 36 CSL ANNUAL REPORT In addition to the briefing papers, agenda and related information regularly supplied to directors, the Board has an ongoing education program designed to give directors further insight into the operation of the Company's business. As part of this program, directors have the opportunity to visit Company facilities and attend meetings and information sessions with employees. 2. Audit and Risk Management 2.1 Integrity in Financial Reporting and Regulatory Compliance The Board is committed to ensuring the integrity and quality of its financial reporting, risk management and compliance systems. The Board requires the Managing Director and the Finance Director to sign written management representations to the Board that the annual financial statements present a true and fair view, in all material respects, of the Company's financial condition and operational results, are in accordance with relevant accounting standards, and that the representation is founded on a sound and functioning system of risk management and internal compliance. 2.2 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 a charter. 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. Details of the Committee's current members, including their qualifications and experience, are set out in the directors' profiles on pages 32 and 33. 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 Chairperson 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. However, the Committee holds regular meetings with both the internal and external auditors without management or executive directors present. The Board Chairperson may also attend meetings of the Committee in an ex officio capacity. Details of Committee meetings held during the year and individual directors' attendance at these meetings can be found on page three of the Directors’ Report attached to the financial report. A Risk Management Committee of responsible executives operates under the supervision of the Audit and Risk Management Committee. Its task is to quantify and manage certain business risks, including those relating to operating systems, the environment, health and safety, product liability, physical assets, security, disaster recovery, risk financing and compliance. It reports to the Audit and Risk Management Committee on a quarterly basis. Risk assessment and management policies are reviewed periodically. 2.3 External Auditor One of the chief functions of the Audit and Risk Management Committee is to review and monitor the performance and independence of the external auditor. The Company's external auditor for the financial year was Ernst & Young, who were appointed by shareholders at the 2002 annual general meeting. A description of the procedure followed in appointing Ernst & Young is set out in the notice of the 2002 annual general meeting. The Committee has established guidelines to ensure the independence of the external auditor. The external audit partner is to be rotated at least every seven years, and the auditor is required to make an independence declaration annually. Information about the total remuneration of the external auditor, including details of remuneration for any non-audit services, can be found on page 35 of the financial report. CSL ANNUAL REPORT 37 CORPORATE GOVERNANCE CONTINUED The Committee is satisfied that the provision of non-audit services by the external auditor was consistent with auditor independence. > approving benchmarks against which salary reviews are to be made; and It is the Company's policy to request that the auditor attend each annual general meeting to be available to answer questions from shareholders. > reporting to the Board on any findings or recommendations of the Committee after each meeting. 3. Remuneration and Human Resources > approving remuneration for senior management, the Managing Director and non-executive directors; > setting the terms of employment of the Managing Director; > overseeing the Company's Senior Executive Share Ownership Plan and Global Employee Share Plan, and the policies applying to those plans. The entire Board reserves responsibility for: 3.1 Remuneration Policy The Company has a policy of setting remuneration that is fair and reasonable and consistent with the need to attract and retain high quality personnel. Remuneration is structured to encourage enhanced Company performance by establishing a clear relationship between executives' performance and their remuneration. Incentive payments and share ownership schemes are in place with a view to motivating employees to pursue the long-term interests of the Company. 3.2 Human Resources Committee The Board has adopted a formal charter delegating certain of its responsibilities in matters of remuneration and human resources to the Human Resources Committee. The Committee is comprised of three members, all of whom are independent non-executive directors. The Board's Human Resources Committee is responsible for: > establishing a policy framework for employee and senior executive remuneration; > monitoring and reviewing Company human resources policies and plans; > making recommendations to the Board on the remuneration packages of members of senior management, employee share and option plans and employee superannuation arrangements; > reviewing recruitment, retention and termination policies for senior management; 38 CSL ANNUAL REPORT The Committee meets at the conclusion of the performance management process, at the conclusion of the succession planning process, and at other times as required to discharge its responsibilities. Information about Committee meetings held during the year and individual directors' attendance at these meetings can be found on page three of the Directors’ Report attached to the financial report. Senior executives attend Committee meetings from time to time on invitation from the Committee, and the Board Chairperson may attend any meeting in an ex officio capacity. Final decisions about an individual director or executives' remuneration are made without the director or executive being present. 3.3 Employee and Executive Remuneration The Company's remuneration policy is designed to be competitive and equitable, and to attract and retain high quality employees. Where appropriate, the Human Resources Committee considers independent advice in setting remuneration levels. Executives' remuneration packages are made up of fixed and performance-linked components. Base executive remuneration is a salary fixed at a level competitive with market rates. In addition, executives may be awarded an incentive payment based on their individual performance, the performance of their division (where applicable) and the performance of the CSL Group during the preceding financial year. Incentive payments and salary increases are determined at the completion of annual performance management reviews, and derive directly from the results of that process. Incentive payments are calculated by reference to performance objectives and assessment criteria set as part of the Company's Performance Management System. The system gives employees direct input into setting performance hurdles that are meaningful and relevant to the specific business objectives of the Company. The Company's performance-based remuneration is therefore expected to: > encourage employees to reflect on appropriate performance benchmarks; > set up real incentives for the achievement of performance objectives; and > produce measurable improvements that are referable to the specific, identified needs of the Company. Details of the remuneration of directors and the five most highly remunerated officers of the consolidated entity and the Company in the last financial year can be found on pages five and six of the Directors Report attached to the financial report. 3.4 Employee Share and Option Plans At the 2002 annual general meeting, shareholders approved the Company's Global Employee Share Plan, which replaced the General Employee Share Ownership Plan. The Global Employee Share Plan (the Share Plan) is designed to enable the participation of employees in all of the countries in which CSL operates. The Share Plan is a contribution plan, under which regular deductions are made from the participant's salary and used to subscribe for new shares for the participant at a discount of 15% to the lower of the market price at the beginning and end of the relevant six month period. Senior Executives may also be entitled to participate in the Company's Senior Executive Share Ownership Plan (SESOP II), which was approved by shareholders at the 1997 annual general meeting. SESOP II gives the Board discretion to issue options over shares to key executives. Options issued under SESOP II are subject to vesting periods, and their vesting is dependent upon the relevant individual and the company meeting pre-determined performance hurdles. SESOP II is intended to give executives a long-term performance incentive and ensure their interests are aligned with those of shareholders. The maximum number of options that may be issued is fixed by the terms of the Plan. The Managing Director and Finance Director participate in SESOP II. An additional incentive is offered to the Managing Director, to be awarded while he remains with the business, if the Company's share price outperforms an appropriate ASX industrial index in that period. Those additional awards are made under a Memorandum of Understanding (MOU) between the Company and the Managing Director entered into in 1998. To date, all such awards have been made in the form of SESOP II options. The issue of shares or options on or before 31 December 2004 as the form of award payable to the Managing Director under the MOU was approved by the Company's shareholders at the 2000 annual general meeting. In accordance with the terms of the MOU, the Managing Director will not receive any awards in this financial year. Details of the options outstanding and exerciseable under SESOP II are set out in note 28 to the financial statements. 3.5 Remuneration of Directors The Company's Constitution sets the maximum aggregate amount of remuneration which may be paid to non-executive directors at $1,000,000. Increases to this sum must be approved by shareholders at a general meeting. Non-executive directors are not entitled to performance based bonuses or share options. Instead, under the Non-Executive Directors' Share Plan (the NED Share Plan) at least 20% of each director's fees are taken in the form of shares in the Company. The NED Share Plan was approved by shareholders at the 2002 annual general meeting. CSL ANNUAL REPORT 39 CORPORATE GOVERNANCE CONTINUED As contemplated by the Constitution, remuneration for any extra services by individual directors, or the reimbursement of reasonable expenses incurred by directors, may also be approved by the Board from time to time. Non-executive directors are entitled to a retirement allowance as approved by shareholders in 1994 equal to the highest fees received by the director over any consecutive 36 months of service. If the director has served more than five years on the board, they will receive another 5% of the base allowance for every additional year served, up to a limit of 15 years. The Board has decided to terminate this retirement plan as at 31 December 2003. 4.2 Securities and Market Disclosure Committee The Board has delegated authority to a Securities and Market Disclosure Committee, which has a formal charter. 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, and registration of transfers of securities; > make determinations on matters relating to the location of the share register; and 4.1 Summary of Continuous Disclosure Policy > The Board has approved a continuous disclosure policy designed to facilitate the Company's compliance with its obligations under the Australian Stock Exchange (ASX) Listing Rules. The policy: effect compliance with other formalities which may be urgently required in relation to matters affecting the share capital. 4.3 Shareholder Communication Further details of directors' remuneration are set out in note 27 of the financial statements. 4. Market Disclosure > gives guidance as to the types of information that may require disclosure, including examples of practical application of the rules; > gives practical guidance for dealing with market analysts and the media; > > > identifies the correct channels for passing on potentially market-sensitive information as soon as it comes to hand; establishes regular occasions at which senior executives and directors are actively prompted to consider whether there is any potentially market-sensitive information which may require disclosure; and allocates responsibility for approving the substance and form of any public disclosure and communications with investors. 40 CSL ANNUAL REPORT In addition to its formal disclosure obligations under the ASX Listing Rules, the Board uses a number of additional means of communicating with shareholders. These include: > the half-year and annual reports; > posting media releases, public announcements and other investor related information on the Company's website; > annual general meetings, including webcasting which permits shareholders worldwide to view proceedings. 5. Securities Trading Policy By promoting director and employee ownership of shares, the Board hopes to encourage directors and employees to become long-term holders of Company securities, aligning their interests with those of the Company. It does not condone short-term or speculative trading in its securities by directors and employees. The Company has a comprehensive securities trading policy which applies to all directors and employees. The policy aims to inform directors and employees of the law relating to insider trading, and provide them with practical guidance for avoiding unlawful transactions in Company securities. As a basic principle, the policy states that directors and employees should not buy or sell securities in the Company when they are in possession of price sensitive information which is not generally available to the market. The policy identifies trading 'windows' during which, subject to the blanket rule, it is safest to trade in Company securities. Directors and employees are reminded that procuring others to trade in Company securities when in possession of price sensitive information is also a breach of the law and the securities trading policy. Acquisitions of securities under the employee share and option plans are exempt from the prohibition under the Corporations Act 2001. A procedure of internal disclosure applies to directors and employees wishing to buy or sell Company securities or exercise options over Company shares. Directors and employees are forbidden from making such transactions without the prior approval of the Chairperson (in the case of directors) or the Company Secretary (in the case of employees). Directors also have specific disclosure obligations under the Corporations Act 2001 and the corresponding ASX Listing Rules. 6. Ethical Standards In 2002, the Company set out to identify a set of values common to the diverse business units that form part of the CSL Group. This process resulted in the adoption of the CSL Group Values, intended to set a foundation for working across the organisation and serve as a tool in decision-making. These values are superior performance, innovation, integrity, collaboration and customer focus. The Board has also adopted a Corporate Code of Conduct (the Code) outlining its commitment to ethical conduct. The Code sets out principles of conduct derived from the Group Values. The Code includes: > a commitment to conducting its business with the utmost integrity by complying with laws and regulations in all countries in which the Company operates, and by fulfilling all of its responsibilities to shareholders and the financial community; > rules guiding employees and directors towards ethical decisions in situations of potential conflict of interest, political involvement, bribery and financial inducements; > workplace relations principles regarded by the Company as fundamental, including mutual respect, anti-discrimination and freedom of association; > a commitment to adherence to health and safety standards, both of products, through compliance with manufacturing and other best practice standards, and in the provision of safe employee work environments; > practices for responsible environmental management; > guidance for beneficial interactive relationships with the communities in which CSL operates and collaboration throughout the organisation. The Company expects that its contractors will comply not only with the national laws of the countries in which they operate, but also with internationally accepted best practice. It therefore requires that contractors also observe the principles set out in the Code of Conduct. CSL ANNUAL REPORT 41 SHARE INFORMATION CSL Limited Issued Capital: Ordinary shares: 159,938,660 Details of Incorporation Substantial Shareholders CSL's activities were carried on within the Commonwealth Department of Health until the Commonwealth Serum Laboratories Commission was formed as a statutory corporation under the Commonwealth Serum Laboratories Act 1961 (Cth) [the CSL Act] on 2 November 1961. On 1 April 1991, the Corporation was converted to a public company limited by shares under the Corporations Law of the Australian Capital Territory and it was renamed Commonwealth Serum Laboratories Limited. These changes were brought into effect by the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990 (Cth). On 7 October 1991, the name of the Company was changed to CSL Limited. The Commonwealth divested all of its shares by public float on 3 June 1994. See page 43 of this Annual Report. The CSL Sale Act 1993 (Cth) amends the CSL Act to impose certain restrictions on the voting rights of persons having significant foreign shareholdings, and certain restrictions on the Company itself. CSL ordinary shares have been traded on the Australian Stock Exchange since 30 May 1994. Melbourne is the Home Exchange. Voting Rights At a general meeting, subject to restrictions imposed on significant foreign shareholders and some other minor exceptions, on a show of hands each shareholder present has one vote. On a poll each shareholder present has one vote for each fully paid share held. In accordance with the CSL Act, CSL's Constitution provides that the votes attaching to significant foreign shareholdings are not to be counted when they pertain to the appointment, removal or replacement of more than one-third of the directors of CSL who hold office at any particular time. A significant foreign shareholding is one where a foreign person has a relevant interest in 5% or more of CSL's voting shares. Significant Foreign Shareholdings Schroder Investment Management (Group) is designated a significant foreign shareholder under the provisions of CSL’s Constitution. DISTRIBUTION OF SHAREHOLDINGS AS AT 30 JUNE 2003 RANGE HOLDERS SHARES % TOTAL SHARES 1 - 1,000 37,533 18,693,224 11.69 1,001 - 5,000 13,234 29,409,162 18.39 5,001 - 10,000 894 6,527,901 4.08 10,001 - 100,000 362 8,724,858 5.45 100,001 and over 66 96,583,515 60.39 52,089 159,938,660 100.00 1,632 34,737 Total Shareholders Number of shareholders with less than a marketable parcel of 42 shares (based on the share price of 30 June 2003) 42 CSL ANNUAL REPORT SHAREHOLDER INFORMATION Share Registry Computershare Investor Services Pty Ltd Level 12, 565 Bourke Street Melbourne Victoria 3000 Telephone: 1800 646 882 Facsimile: 03 9611 5710 GPO Box 2975 Melbourne Victoria 3001 +61 3 9615 5970 outside Australia Shareholders with inquiries should telephone or write to the Share Registry at the above address. The Annual Report is produced for your information. However, should you receive more than one or wish to be removed from the mailing list for the Annual Report, please advise the Share Registry. You will continue to receive Notices of Meeting and Proxy. Separate shareholdings may be consolidated by advice to the Share Registry in writing. Change of address should be notified to the Share Registry in writing without delay. Shareholders who are broker sponsored on the CHESS sub-register must notify their sponsoring broker of a change of address. Direct payment of dividends into a nominated account may be arranged with the Share Registry. Shareholders are encouraged to use this option by writing to the Share Registry with particulars. The Annual General Meeting will be held at the Function Centre, National Tennis Centre, Melbourne Park, Batman Avenue, Melbourne at 10:00am on Thursday 16 October 2003. There is a public car park adjacent to the Function Centre which will be available to shareholders at no charge. CSL'S TWENTY LARGEST SHAREHOLDERS AS AT 30 JUNE 2003 SHAREHOLDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 JP Morgan Nominees Australia Limited National Nominees Limited Westpac Custodian Nominees Limited Citicorp Nominees Pty Limited Commonwealth Custodial Services Limited Queensland Investment Corporation ANZ Nominees Limited RBC Global Services Australia Nominees Pty Limited RBC Global Services Australia Nominees Pty Limited RBC Global Services Australia Nominees Pty Limited RBC Global Services Australia Nominees Pty Limited Cogent Nominees Pty Limited Suncorp Custodian Services Pty Limited RBC Global Services Australia Nominees Pty Limited Dr Brian Anthony McNamee UBS Private Clients Australia Nominees Pty Ltd Perpetual Trustee Company Limited RBC Global Services Australia Nominees Pty Limited Calex Nominees Pty Limited Pan Australian Nominees Pty Limited In addition, as at the date of this Report substantial shareholding notices have been received from: Schroder Investment Management (Group) Merrill Lynch Mercury ACCOUNT MLWSIF BKCUST MLIMPU MLWSBL AET MLBPSF MLAPST SHARES %TOTAL SHARES 27,518,346 14,820,788 13.071,855 4,011,580 3,404,485 3,380,923 3,088,886 2,969,985 2,612,081 1,339,291 1,283,129 1,227,190 824,137 792,665 770,333 728,509 705,875 645,654 583,408 581,977 17.21 9.27 8.17 2.51 2.13 2.11 1.93 1.86 1.63 0.84 0.80 0.77 0.52 0.50 0.48 0.46 0.44 0.40 0.36 0.36 12,050,091 8,179,889 7.57 6.17 CSL ANNUAL REPORT 43 FIVE YEAR SUMMARY FIVE YEAR SUMMARY All figures are in $A million unless stated otherwise. 2002-03 2001-02 2000-01 1999-00 1998-99 Total revenue 1,313.2 1,350.2 854.8 504.3 424.9 Sales revenue 1,300.3 1,336.4 843.3 450.6 413.5 91.5 93.3 81.2 43.6 40.8 101.7 156.5 106.1 80.6 70.3 Profit from ordinary activities after income tax expense 70.4 123.8 78.2 54.4 47.4 Profit from ordinary activities after income tax expense before amortisation of goodwill 112.6 163.6 102.4 54.4 47.9 74.3 82.9 60.9 37.2 39.0 Total assets at 30 June 2,219.5 2,312.1 1,771.8 946.5 561.5 Total equity at 30 June 1,282.7 1,273.1 876.0 793.6 414.9 Net tangible assets per share at 30 June ($) 2.42 1.79 1.36 5.32 3.15 Weighted average number of shares (million) 159.2 158.3 149.5 133.4 131.4 Basic earnings per share (cents) 44.2 78.2 52.3 40.8 36.1 Dividend per share (cents) 34.0 34.0 26.0 23.0 21.0 Research and development investment Profit from ordinary activities before income tax expense Capital investment SHAREHOLDERS AS AT 30 JUNE 2003 SHAREHOLDERS Australian Capital Territory New South Wales Northern Territory SHARES 1,203 1,094,411 12,966 82,681,175 173 126,137 Queensland 7,473 12,494,849 South Australia 3,789 4,167,131 786 729,821 Tasmania Victoria 21,701 53,894,763 Western Australia 2,972 3,295,453 International Shareholders 1,026 1,454,920 52,089 159,938,660 Total Shareholders 44 CSL ANNUAL REPORT CSL BUSINESS ADDRESSES CONTENTS 1 Our People 24 Shareholder Information 43 Human Health – ZLB Bioplasma 10 Health, Safety and Environment 26 Five Year Summary 44 – CSL Bioplasma 12 Controlled Entities 28 Shareholders 44 – CSL Pharmaceutical 14 CSL Group Business Operations 30 CSL Business Addresses Inside Back Cover – New Product Development Our Executive Management Group 31 Trademarks Inside Back Cover Directors’ Profiles 32 About CSL Limited Back Cover Corporate Governance 34 Visit Our Websites Back Cover Share Information 42 16 JRH Biosciences 18 Animal Health 20 ZLB Plasma Services 22 CSL LIMITED ABN 99 051 588 348 Cover: Meral Kaypakkaya (Quality Control Technician), Jorge Padilla (Research Scientist) and Hanspeter Gerber (Manufacturing Plant Operator). Back Cover: Mark Cattapan (Storeman), John Suendermann (Quality Control Technician), Dominic D'Sylva (Welder/Fabricator), and Elizabeth Elms (Packaging Operator). CSL LIMITED DEVELOPS, MANUFACTURES AND MARKETS PHARMACEUTICAL PRODUCTS OF BIOLOGICAL ORIGIN. OUR BUSINESS IS HEALTH CARE: > Life-saving products derived from human plasma; > Pharmaceuticals and diagnostics essential to health; > Cell culture reagents for the pharmaceutical industry; > Veterinary vaccines and diagnostics to protect livestock and companion animals. Australian Addresses CSL Limited Registered Head Office 45 Poplar Road Parkville Victoria 3052 Australia Telephone: + 61 3 9389 1911 Facsimile: + 61 3 9389 1434 Designed and produced by Armstrong Miller+McLaren, Melbounre and Sydney Year in Review 2002-2003 CSL Bioplasma 189 Camp Road Broadmeadows Victoria 3047 Telephone: + 61 3 9246 5200 Facsimile: + 61 3 9246 5299 JRH Biosciences Pty Ltd 18-20 Export Drive Brooklyn Victoria 3025 Telephone: +61 3 9362 4500 Facsimile: +61 3 9315 1656 Australian Sales Offices Victoria and Tasmania 45 Poplar Road Parkville Victoria 3052 Telephone: CSL Pharmaceutical: + 61 3 9389 1408 CSL Animal Health: + 61 3 9389 1251 Facsimile: + 61 3 9389 1727 New South Wales 25-27 Paul Street North North Ryde New South Wales 2113 Telephone: (02) 9887 4433 Facsimile: (02) 9887 3171 Queensland 14 Dividend Street Mansfield Queensland 4122 Telephone: (07) 3849 6140 Facsimile: (07) 3849 6141 ZLB Bioplasma AG Wankdorfstrasse 10 CH-3000 Bern 22 Switzerland Telephone: +41 31 344 4444 Facsimile: +41 31 344 5555 South Australia and Northern Territory 11 Coongie Avenue Edwardstown South Australia 5039 Telephone: (08) 8276 3200 Facsimile: (08) 8277 0556 ZLB Bioplasma Inc 801 North Brand Boulevard Suite 1150 Glendale California 91203 USA Telephone: +1 818 244 2952 Facsimile: +1 818 244 9952 Western Australia 293-297 Fitzgerald Street Perth Western Australia 6000 Telephone: (08) 9328 7322 Facsimile: (08) 9227 6196 ZLB Bioplasma UK Limited Breckland House St Nicholas Street Thetford, Norfolk IP24 1BT England Telephone: +44 1842 755 025 Facsimile: +44 1842 755 174 International Addresses CSL (New Zealand) Limited CSL Pharmaceutical and CSL Bioplasma Level 4, Building 10 666 Great South Road Central Park, Penrose Auckland 6 New Zealand Telephone: +64 9 579 8105 Facsimile: +64 9 579 8106 CSL (New Zealand) Limited Animal Health 2-6 Shakespeare Avenue Upper Hutt New Zealand Telephone: +64 4 527 9088 Facsimile: +64 4 527 9717 ZLB GmbH Schafflerstrasse 4 D-80333 Munich Germany Telephone: +49 89 244 488 300 Facsimile: +49 89 244 488 311 ZLB Bioplasma Belgium SPRL Interleuvenlaan 64 B-3001 Leuven Belgium Telephone: +32 16 38 80 80 Facsimile: +32 16 38 80 89 ZLB Bioplasma Italy SRL Via Valla 16 I-20141 Milan Italy Telephone: +39 02 84742 230 Facsimile: +39 02 84742 229 JRH Biosciences Inc 13804 West 107th Street Lenexa Kansas 66215 USA Telephone: +1 913 469 5580 US Toll Free:+1 800 255 6032 Facsimile: +1 913 469 5584 JRH Biosciences Limited Smeaton Road West Portway Andover Hampshire SP10 3LF England Telephone: +44 1264 333 311 Facsimile: +44 1264 332 412 ZLB Plasma Services 5201 Congress Avenue Suite 220 Boca Raton Florida 33487 USA Telephone: +1 561 981 3700 Facsimile: +1 561 912 3005 Biocor Animal Health Inc 2720 North 84th Street Omaha Nebraska 68134 USA Telephone: +1 402 393 7440 Facsimile: +1 402 393 4712 CSL Bioplasma (Hong Kong) Suite 1805, Wheelock House 20 Pedder Street, Central Hong Kong Telephone: +852 2293 2317 Facsimile: +852 2588 3434 VISIT OUR WEBSITES CSL LIMITED ANNUAL REPORT 2002-2003 CSL Limited – www.csl.com.au ZLB Bioplasma AG – www.zlb.com ZLB Bioplasma Inc – www.zlbusa.com JRH Biosciences – www.jrhbio.com TRADEMARKS CSL, Biocor, Bioplasma, JRH and ZLB are all trademarks of the CSL Group. ® Registered trademark of CSL Limited or its affiliates. TM Trademark of CSL Limited or its affiliates. * Trademarks of companies other than CSL and referred to in this Annual Report are listed below: Controlled Therapeutics (Scotland) Limited Cervidil C Z Veterinaria Gudair Leo Pharmaceutical Products Limited AS Merck & Co. Inc. Daivonex Fucidin Comvax H-B-Vax II M-M-R II PedvaxHIB Pneumovax Vaqta Varivax Schering AG Advantan Yamanouchi Europe BV Flomax Grunenthal GmbH Tramal Chiron SpA Menjugate Genelco SA Modavigil Merck KGaA EpiPen Animal Health – www.biocorah.com ABOUT CSL LIMITED The CSL Group of companies develops, manufactures and markets: > Life-saving products derived from human plasma; > Pharmaceuticals and diagnostics essential to health; > Cell culture reagents for the pharmaceutical industry; > Veterinary vaccines and diagnostics to protect livestock and companion animals. CSL has substantial manufacturing facilities in the United States, Europe and Australia and operates globally through four businesses: Human Health, JRH Biosciences, Animal Health and ZLB Plasma Services. Our Human Health business includes the operations of ZLB Bioplasma, CSL Bioplasma, CSL Pharmaceutical, and our global new product development activities. We continue to build on the significant contribution CSL has made to health care for more than eighty years: > Through investment in new product development; > Through collaborative ventures that strengthen our scientific, manufacturing and marketing expertise; > Through quality products and excellent customer service. OUR BUSINESS IS HEALTH CARE VISIT OUR WEBSITES CSL LIMITED ANNUAL REPORT 2002-2003 CSL Limited – www.csl.com.au ZLB Bioplasma AG – www.zlb.com ZLB Bioplasma Inc – www.zlbusa.com JRH Biosciences – www.jrhbio.com TRADEMARKS CSL, Biocor, Bioplasma, JRH and ZLB are all trademarks of the CSL Group. ® Registered trademark of CSL Limited or its affiliates. TM Trademark of CSL Limited or its affiliates. * Trademarks of companies other than CSL and referred to in this Annual Report are listed below: Controlled Therapeutics (Scotland) Limited Cervidil C Z Veterinaria Gudair Leo Pharmaceutical Products Limited AS Merck & Co. Inc. Daivonex Fucidin Comvax H-B-Vax II M-M-R II PedvaxHIB Pneumovax Vaqta Varivax Schering AG Advantan Yamanouchi Europe BV Flomax Grunenthal GmbH Tramal Chiron SpA Menjugate Genelco SA Modavigil Merck KGaA EpiPen Animal Health – www.biocorah.com ABOUT CSL LIMITED The CSL Group of companies develops, manufactures and markets: > Life-saving products derived from human plasma; > Pharmaceuticals and diagnostics essential to health; > Cell culture reagents for the pharmaceutical industry; > Veterinary vaccines and diagnostics to protect livestock and companion animals. CSL has substantial manufacturing facilities in the United States, Europe and Australia and operates globally through four businesses: Human Health, JRH Biosciences, Animal Health and ZLB Plasma Services. Our Human Health business includes the operations of ZLB Bioplasma, CSL Bioplasma, CSL Pharmaceutical, and our global new product development activities. We continue to build on the significant contribution CSL has made to health care for more than eighty years: > Through investment in new product development; > Through collaborative ventures that strengthen our scientific, manufacturing and marketing expertise; > Through quality products and excellent customer service. OUR BUSINESS IS HEALTH CARE