## Corporate Governance Report | continued 

passing of a special resolution must be called by at least 21 clear days’ notice. 

A quorum for a general meeting of the Company is constituted by five or more shareholders present in person and entitled to vote. The passing of resolutions at a meeting of the Company, other than special resolutions, requires a simple majority. To be passed, a special resolution requires a majority of at least 75% of the votes cast. 

Shareholders have the right to attend, speak, ask questions and vote at general meetings. In accordance with Irish company law, the Company specifies record dates for general meetings, by which date shareholders must be registered in the Register of Members of the Company to be entitled to attend. Record dates are specified in the notes to the Notice of a general meeting. Shareholders may exercise their right to vote by appointing a proxy/proxies, by electronic means or in writing, to vote some or all of their shares. The requirements for the receipt of valid proxy forms are set out in the notes to the Notice convening the meeting and in the notes on the proxy form. A shareholder, or a group of shareholders, holding at least 5% of the issued share capital of the Company, has the right to requisition a general meeting. A shareholder, or a group of shareholders, holding at least 3% of the issued share capital of the Company, has the right to put an item on the agenda of an AGM or to table a draft resolution for inclusion in the agenda of a general meeting, subject to any contrary provision in Irish company law. 

## Memorandum and Articles of Association 

The Company’s Memorandum of Association sets out the objects and powers of the Company. The Articles of Association detail the rights attaching to each share class; the method by which the Company’s shares can be purchased or re-issued and the provisions which apply to the holding of and voting at general meetings. Details of transactions in the Company’s own shares are included on pages 69 and 70 of the Directors’ Report. 

The Articles of Association also set out the rules relating to Directors, including their appointment, retirement, re-election, duties and powers. The Articles provide that no person other than a Director retiring at the meeting shall, unless recommended by the Directors, be eligible for election to the office of Director at any General Meeting unless not less than seven nor more than 21 days before the day appointed for the meeting there shall have been left at the registered office notice in writing, signed by a member duly qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election and also notice in writing signed by that person of his willingness to be elected. The Articles also require that the qualification of a Director shall be the holding 

alone and not jointly with any other person of 1,000 Ordinary Shares in the capital of the Company. A Director may act before acquiring his qualification but must acquire the shares within two months of his/her appointment or election. 

## Going Concern 

The Company’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Chief Executive’s Review and in the Directors’ Report on pages 13 to 15 and pages 68 to 70. The financial position of the Company, its cash flows, liquidity position and borrowing facilities are described in the Finance Review on pages 17 to 19. In addition, notes 21 to 25 to the financial statements include the Company’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit, currency and liquidity risks. 

The Company has considerable financial resources and a large number of customers and suppliers across different geographic areas and industries. In addition, the local nature of building materials means that the Group’s products are not usually shipped cross-border. 

Having assessed the relevant business risks, the Directors believe that the Company is well placed to manage these risks successfully and have a reasonable expectation that the Company, and the Group as a whole, have adequate resources 

## Documents Available on Website 

The following are available on the CRH website, www.crh.com: 

## Corporate Governance section: 

– Terms of reference of Acquisitions Committee  (amended December 2010) 

– Terms of reference of Audit Committee  (amended December 2012) 

– Terms of reference of Finance Committee  (amended February 2004) 

– Terms of reference of Nomination and Corporate Governance Committee  (amended December 2012) 

– Terms of reference of Remuneration Committee  (amended December 2012) 

– The Memorandum and Articles of Association of the Company 

– Pre-approval policy for non-audit services provided by the auditors 

– Compliance and ethics statement, Code of Business Conduct and Hotline contact numbers 

## Investor’s section: 

– Annual and Interim Reports, the Annual Report on Form 20-F, the CSR Report, Interim Management Statements and copies of presentations to analysts and investors 

– News releases 

– Presentations and video recordings of executive presentations at capital markets days in London and New York in November 2012 

– Webcast recordings of key investor briefings 

– General Meeting dates, notices, shareholder circulars, presentations and poll results 

– Answers to Frequently Asked Questions, including questions regarding dividends and shareholder rights in respect of general meetings 

to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements. 

## Compliance Statement 

In the period under review, CRH complied with the provisions of the 2010 UK Corporate Governance Code. The Company also complied with the rules issued by the United States Securities and Exchange Commission to implement the Sarbanes-Oxley Act 2002, in so far as they apply to the Group. 

