content_image/280258.jpg
## Listings and Corporate Governance Codes 

CRH, which is incorporated in Ireland and subject to Irish Company Law, has a premium listing on the London Stock Exchange, a secondary listing on the Irish Stock Exchange and its American Depositary Shares are listed on the New York Stock Exchange. 

This report describes CRH’s governance principles and practice and the Group’s risk management and internal control systems. The report also sets out how CRH applies the main and supporting principles of the 2010 UK Corporate Governance Code (the UK Code) and takes into account the disclosure requirements set out in the corporate governance annex to the listing rules of the Irish Stock Exchange. 

A copy of the UK Code can be obtained from the Financial Reporting Council’s website, www.frc.org.uk. 

## Board of Directors 

## What are the responsibilities of the Board? 

There is a formal schedule of matters reserved to the Board for consideration and decision. This 

<img src='content_image/280258.jpg'>

includes Board appointments, approval of the Annual Report, the Interim Results, the annual budget, major acquisitions, significant capital expenditure and the strategic plans for the Group. The Group’s strategy, which is regularly reviewed by the Board, and its business model are summarised on page 14. 

The Board has delegated some of its responsibilities to Committees of the Board. The work of each Committee is set out on pages 44 to 50 of this report. 

Individual Directors may seek independent professional advice, at the expense of the Company, in the furtherance of their duties as a Director. 

The Group has a Directors’ and Officers’ liability insurance policy in place. 

## How do the roles of the Chairman and Chief Executive differ? 

The Board has delegated responsibility for the management of the Group, through the Chief Executive, to executive management. There is a clear division of responsibilities, which is set out in 

writing and has been approved by the Board, between the roles of the Chairman and the Chief Executive. A summary of the respective roles is set out in the table below. 

## What is the membership structure of the Board? 

At present, there are four executive and eight non-executive Directors. Biographical details are set out on pages 11, 36 and 37. We consider the current size and composition of the Board to be within a range which is appropriate. We also believe that the current size of the Board is sufficiently large to enable its Committees to operate without undue reliance on individual non-executive Directors, while being dynamic and responsive to the needs of the Company. The spread of nationalities of the Directors reflects the geographical reach of the Group and we consider that the Board as a whole has the appropriate blend of skills, knowledge and experience, from a wide range of industries, regions and backgrounds, necessary to lead the Company. 

None of the executive Directors is a non-executive director of a listed company. 

## Responsibilities of Chairman and Chief Executive 

## Chairman  is responsible for 

The efficient and effective working of the Board 

Ensuring that Board agendas cover the key strategic issues confronting the Group, that the Board reviews and approves management’s plans for the Group and that the Directors receive accurate, timely, clear and relevant information 

Making certain that the Board applies sufficient challenge to management proposals and examines and reviews management performance in meeting agreed objectives and targets 

Overseeing the search for new Board members 

## Chief Executive  is responsible for 

Full day-to-day operational and profit performance of the Group and is accountable to the Board for all authority delegated to executive management 

Executing strategy agreed with the Board and reporting regularly on the progress and performance of the Group 

Co-ordinating and overseeing the profitable growth of a diverse group of international businesses 

Maximising the contribution of senior management to business planning, operational control and profit performance 

