## Role and Responsibilities 

Under its terms of reference, the Nomination and Corporate Governance Committee is responsible for: 

– regularly reviewing the size, structure and composition (including skills, knowledge, experience and diversity) of the Board and making recommendations to the Board regarding any changes; 

– giving consideration to succession planning for Directors and senior executives; 

– identifying and recommending candidates to fill Board vacancies; 

– in respect of the appointment of a chairman, preparing a job specification including the time commitment expected; 

– keeping under review the leadership needs of the organisation; 

– approving the terms of reference for external board evaluations; 

– keeping under review corporate governance developments with the aim of ensuring that CRH’s governance policies and practices continue to be in line with best practice; 

– ensuring that the principles and provisions set out in the UK Code (and any other governance code that applies to the Company) are observed; 

– reviewing the disclosures and statements made in the Corporate Governance Report to shareholders. 

The Committee reviewed its terms of reference in December 2012 and proposed minor updating amendments, which the Board approved. 

The factors taken into account by the Nomination and Corporate Governance Committee  in considering the composition of the Board are set out in the policy for Board renewal which is detailed on page 41. The Committee establishes processes for the identification of suitable candidates for appointment to the Board and oversees succession planning for the Board and senior management. 

As referred to in the section dealing with the independence of non-executive Directors on page 41, each year the Committee reviews details of the non-CRH directorships of each Director, including any relationship between those companies and the Group. The Committee also reviews any business relationships between individual Board members. 

## Remuneration Committee 

The Report on Directors’ Remuneration on page 54 contains an overview of the operation of the Remuneration Committee  from Committee Chairman Dan O’Connor. 

## Role and Responsibilities 

Under its terms of reference, the Remuneration Committee  must be made up of at least three members, all of whom must be independent non-executive Directors. Members of the Committee can serve for up to a maximum of three terms of three years. The CRH Chairman may be a member of the Committee provided his/her tenure on the Board does not exceed 12 years. Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Chairman, if not a member of the Committee, the Chief Executive, the Group Human Resources Director and external advisers may be invited to attend for all or part of any meeting as and when appropriate. The Chief Executive is fully consulted about remuneration proposals. 

The primary responsibilities of the Remuneration Committee  are as follows: 

– to determine and agree with the Board the remuneration policy for the Chairman and executive Directors having regard to remuneration trends across the Group; 

– to recommend and monitor the level and structure of remuneration for senior management; 

– within the terms of the agreed policy and in consultation with the Chairman and/or Chief Executive, as appropriate, to determine the total remuneration package of the Chairman and each executive Director, including bonuses, incentive payments and share options or other share awards; 

– to approve the design of, and the targets and level of awards made under, the Group’s performance-related incentive plans; 

– to review the design of all share incentive plans for approval by the Board and shareholders; 

– to approve the vesting levels for share scheme awards; 

– to oversee any major changes to employee benefit structures; 

– to authorise the release of deferred share awards; 

– to determine the policy for pension arrangements for executive Directors and senior management; 

– to establish the criteria for selecting, appointing and setting the terms of reference of remuneration consultants that advise the Committee. 

The Committee reviewed its terms of reference in December 2012 and proposed minor updating amendments, which the Board approved. 

## Acquisitions Committee 

The Acquisitions Committee  has been delegated authority by the Board to approve acquisitions, divestments and capital expenditure projects within certain limits. 

## Finance Committee 

The Finance Committee is responsible for: 

– advising the Board on the financial requirements of the Group and on appropriate funding arrangements; 

– considering and making recommendations to the Board in relation to the issue and buy-back of shares and debt instruments and to the Group’s financing arrangements; 

– considering and making recommendations to the Board in relation to dividend levels on the Ordinary shares; 

– keeping the Board advised of the financial implications of Board decisions in relation to acquisitions; 

– assisting management, at their request, in considering any financial or taxation aspect of the Group’s affairs; 

– reviewing the Group’s insurance arrangements. 

## Risk Management and Internal Control 

The Board has delegated responsibility for the monitoring of the effectiveness of the Group’s risk management and internal control systems to the Audit Committee ¹. Such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and, in the case of internal control systems, can provide only reasonable and not absolute assurance against material misstatement or loss. 

The consolidated financial statements are prepared subject to the oversight and control of the Finance Director, ensuring correct data is captured from Group locations and all required information for disclosure in the consolidated financial statements is provided. An appropriate control framework has been put in place around the recording of appropriate eliminating journals and other adjustments. The consolidated financial statements are reviewed by the CRH Financial Review and Disclosure Group prior to being reviewed by the Audit Committee and approved by the Board of Directors. The Directors confirm that the Group’s ongoing process for identifying, evaluating and managing its principal risks and uncertainties (as outlined in the Directors’ Report on pages 68 and 69) is in accordance with the updated Turnbull guidance ( Internal Control: Revised Guidance for Directors on the Combined Code ) published in October 2005. The process has been in place throughout the accounting period and up to the date of approval of the Annual Report and financial statements. 

¹ In accordance with Section 91(6)(b) of the EC (Directive 2006/43) Regulations 2010 

