## How does the Board plan for succession and what is its policy on diversity? 

The Board plans for its own succession with the assistance of the Nomination and Corporate Governance Committee . For non-executive appointments, independent consultants are engaged to search for suitable candidates. The process to identify, evaluate and appoint a non-executive Director with the suitable experience, skills and time commitment takes into account both the needs of CRH and the tenure and skills of existing board members. As a result, non-executive renewal and refreshment is a continuous process. 

The non-executive Directors meet regularly with the Chief Executive to discuss senior management succession planning to ensure appropriate talent management structures are in place to provide a pool of potential candidates for key executive Director appointments. External consultants are engaged for executive Director recruitment if, and when, required. 

We are committed to ensuring that the Board is sufficiently diverse and appropriately balanced. In its work in the area of Board renewal, the Nomination and Corporate Governance Committee looks at the following four criteria when considering non-executive Director candidates: 

– international business experience, particularly in the regions in which the Group operates or in which it intends to expand; 

– skills, knowledge and expertise in areas relevant to the operation of the Board; 

– diversity, including nationality and gender; 

– the need for an appropriately sized Board. 

During the ongoing process of Board renewal, each, or a combination, of these factors can take priority. Consequently, to date the Board has not set specific objectives in relation to diversity. 

## What criteria are used to determine the independence of non-executive Directors? 

The independence of non-executive Board members is considered annually. The Board is assisted in this by the annual review carried out by the Senior Independent Director which addresses the independence of the individual members of the Board (see Performance appraisal and Board evaluation  section on this page), and by the work of the Nomination and Corporate Governance Committee , which annually reviews each Board member’s directorships and considers any relevant business relationships between Board members. We have concluded that all of the non-executive Directors bring independent judgement to bear on issues of strategy, performance, resources, key appointments and standards, and have determined that each of the non-executive Directors is independent. In reaching that conclusion, we 

considered the principles relating to independence contained in the UK Code, together with the guidance provided by a number of shareholder voting agencies, and have taken the view that independence is determined by a Director’s character, objectivity and integrity. Those principles and guidance highlight a number of factors that might appear to affect the independence of Directors, including former service as an executive, extended service on the Board and cross- directorships, while making it clear that a Director may be considered independent notwithstanding the presence of one or more of these factors. 

## When was the Chairman appointed and does he have non-CRH commitments? 

Nicky Hartery was appointed Chairman of the Group following the conclusion of the 2012 Annual General Meeting. On his appointment as Chairman, he met the independence criteria set out in the UK Code. 

Although Nicky Hartery holds a number of other directorships (see details on page 36), the Board considers that these do not interfere with the discharge of his duties to CRH. There has been no change in his non-CRH commitments since his appointment as Chairman. 

## Who is the Senior Independent Director? 

Dan O’Connor was appointed as Senior Independent Director in 2012. He is available to shareholders who have concerns that cannot be addressed through the Chairman, Chief Executive or Finance Director. 

## Who is the Company Secretary? 

Neil Colgan was appointed Company Secretary in June 2009. The appointment and removal of the Company Secretary is a matter for the Board. All Directors have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that Board procedures are complied with. 

## What are the terms of appointment of non- executive Directors? 

Non-executive Directors are typically expected to serve two three-year terms, although they may be invited to serve for further periods. The standard terms of the letter of appointment of non-executive Directors are available for inspection at the Company’s registered office and at the Annual General Meeting. 

## How are the induction, training and development needs of Directors catered for? 

New Directors are provided with extensive briefing materials on the Group and its operations, the procedures relating to the Board and its Committees and their duties and responsibilities as Directors under legislation and regulations that apply to the Company. The Chairman agrees a 

tailored and comprehensive induction programme with each new Director. 

A typical induction programme, which generally takes place over the first year of a Director’s appointment, would cover the topics set out in the Induction Programme panel on page 42. 

Sessions are held with the Chairman at which progress is reviewed and feedback is sought. New Directors also meet with the Group’s stockbrokers. 

For newly-appointed members of the Audit Committee , training arrangements would include the topics set out in the Induction Programme panel on page 42. 

New members of the Remuneration Committee meet with the Committee’s remuneration consultants in the year of their appointment to the Committee. 

Directors can also avail of opportunities to hear the views of and meet with the Group’s investors and analysts. Directors regularly receive copies of research and analysis conducted on CRH and the building materials sector. The Board receives regular updates from the external auditors in relation to regulatory and accounting developments. Updates in relation to other relevant matters, for example, changes in company law, are provided from time to time. 

## What processes are in place for appraising the performance of Directors and for evaluating the effectiveness of the Board? 

An annual review of individual Directors’ performance is conducted by the Chairman and each Director is provided with feedback gathered from other members of the Board. Performance is assessed against a number of measures, including the ability of the Director to contribute to the development of strategy, to understand the major risks affecting the Group, to contribute to the cohesion of the Board, to commit the time required to fulfil the role and to listen to and respect the views of other Directors and the management team. As part of that review process the Chairman discusses with each individual their training and development needs and, where appropriate, agrees suitable arrangements to be put in place to address those needs. 

Each year, the Senior Independent Director conducts an annual review of corporate governance, the independence of Board members, the operation and performance of the Board and its Committees and the effectiveness of Board communications. This is achieved through discussion in one-to-one sessions with each Director. The meetings, which cover specific topics and allow for free-ranging discussion, provide a forum for an open and frank discourse. The Senior Independent Director circulates a written report to the Board each year, which summarises the outcome of the review and sets out any 

