Board Committees

Chair: R. Boucher

Members: C. Dowling, R. Fearon, J. Karlström, S. Kelly, A. Manifold, L. McKay, J. Mintern, S. Talbot

The primary responsibilities of the Acquisitions, Divestments & Finance Committee are to:

• Consider and approve acquisitions and disposals and large capital expenditure projects up to agreed limits;
• Consider, at the request of management, the financial requirements of the Group and to agree with management appropriate funding arrangements;
• Consider and make recommendations to the Board in relation to the issue and buyback of shares and debt instruments and on the Group’s financing arrangements;
• Consider and make recommendations to the Board in relation to dividend levels on the Ordinary Shares;
• Keep the Board advised on the financial implications of Board decisions in relation to acquisitions;
• Approve guarantees related to bank financing provided by CRH plc up to certain limits;
• Assist management, at their request, in considering any financial or taxation aspect of the Group’s affairs;
• Review the Group’s insurance arrangements.

The responsibilities of the Acquisitions, Divestments & Finance Committee are set out in full in its Terms of Reference.

Chair: S. Kelly*

Members: R. Fearon*, B. Khan, S. Talbot*

The primary responsibilities of the Audit Committee are to:

• Monitor the financial reporting process, the integrity of the financial statements, including the Annual and Interim Reports, preliminary results announcements, trading statements and any other formal announcement relating to the financial performance of the Company, and to review significant financial reporting issues and judgments exercised in the preparation thereof
• Monitor the audit of the financial statements
• Keep under review the effectiveness of the Company’s internal financial controls and the internal control and risk management systems and review and approve statements to be included in the Annual Report and Form 20-F regarding internal control and risk management
• Review the Company’s arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters and review the Company’s procedures and systems for detecting fraud and preventing bribery
• Keep under review the adequacy of the Group’s compliance & ethics function
• Monitor and review the effectiveness of the internal audit function
• Review the effectiveness of the audit process and the independence and objectivity of the external auditors. Develop and monitor the policy on non-audit services to be provided by the external auditors. Approve the remuneration and terms of engagement of the external auditors. Make recommendations to the Board in relation to the appointment or removal of the external auditor
• Report to the Board on how it has discharged its responsibilities

The responsibilities of the Audit Committee are set out in full in its Terms of Reference.

*Audit Committee Financial Expert

Chair: R. Boucher

Members: L. McKay, G.L. Platt, M.K. Rhinehart, S. Talbot

The primary responsibilities of the Nomination & Corporate Governance Committee are to:

• Regularly review the size, structure and composition (including skills, knowledge, experience and diversity) of the Board and make recommendations to the Board regarding any changes
• Give consideration to succession planning for Directors and senior executives
• Identify and recommend candidates to fill Board vacancies
• In respect of the appointment of a Chairman, prepare a job specification including the time commitment expected
• Keep under review the leadership needs of the organisation
• Approve the terms of reference for external board evaluations
• Be responsible on behalf of the Board for human capital management and employee engagements
• Keep 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. Ensure that the principles and provisions set out in the 2018 Code (and any other governance code that applies to the Company) are observed
• Review the disclosures and statements made in the Corporate Governance Report to shareholders

The responsibilities of the Nomination & Corporate Governance Committee are set out in full in its Terms of Reference.

Chair: L. McKay

Members: R. Boucher, C. Dowling, J. Karlström, S. Kelly, G.L. Platt, M.K. Rhinehart

The primary responsibilities of the Remuneration Committee are to:

• Determine and agree with the Board the Group’s policy on executive remuneration and set the remuneration of the Company's Chairman, Chief Executive, executive Directors and other Senior Executives
• Seek shareholder approval for the policy at least every three years
• Ensure that CRH’s remuneration structures are fair and responsible

Additional responsibilities of the Remuneration Committee are to:

• Oversee the preparation of the Directors’ Remuneration Report

In considering remuneration levels for executive Directors particularly, the Committee takes into account remuneration trends across the CRH Group, which has a diverse range of operations in 29 countries, in geographic regions which are often at different stages in the economic cycle.

The key principles underpinning the Remuneration Committee’s approach to remuneration are that remuneration should be set a level that:

• Is fair and balanced
• Is marked competitive, enabling the Company to recruit and retain talented executives
• Incentives executives in a way that focuses on delivering the Company’s strategic objectives
• Aligns the interests of the executive team with those of shareholders

The Remuneration Committee is also committed to engaging with shareholders to understand their views on remuneration. The responsibilities of the Remuneration Committee are set out in full in its Terms of Reference.

Chair: M.K. Rhinehart

Members: R. Boucher, C. Dowling, R. Fearon, J. Karlström, B. Khan, A. Manifold, L. McKay, G.L. Platt,

The primary responsibilities of the Safety, Environment & Social Responsibility Committee are to:

• Keep under review developments in health and safety, the environment and social responsibility that may impact on CRH, with the aim of ensuring that all policies and procedures continue to be in line with best practice and align with CRH’s commitments
• Review and approve targets set and to track performance in the areas of health, safety, environment and community support
• Monitor strategies relating to health and safety, the environment and social responsibility across CRH
• Ensure that appropriate audits of safety and environment performance are established and implemented across CRH
• Monitor any current, pending or threatened legal actions with respect to safety, environment and social responsibility
• Review and approve any reports on safety, environment and social responsibility in all public documents
• Review and approve goals and policies for the improvement of inclusion and diversity within CRH, oversee external reporting, where relevant, and monitor progress against agreed objectives and key performance criteria

The responsibilities of the Safety, Environment & Social Responsibility Committee are set out in full in its Terms of Reference.