Report on Directors’ Remuneration  | continued Basic salary  and fees (i) Incentive Plan Retirement benefits expense  (iii) Other  remuneration  (iv) Benefits  (v) Total 2012 Total 2011 Cash element  (ii) Deferred shares  (ii) €000 €000 €000 €000 €000 €000 €000 €000 Executive Directors M. Carton  550   183   -  175   -  13   921   1,050  M. Lee  1,150   383   -  980   -  23   2,536   2,689  A. Manifold   800   266   -  288   -  31   1,385   1,537  M. Towe   1,012   708   -  202   -  61   1,983   1,543   3,512   1,540   -  1,645   -  128   6,825   6,819  Non-executive Directors E. Bärtschi (vi)  68   -   -   -   37   -   105  15  W. Egan   68   -   -   -   52   -   120  120  U-H. Felcht   68   -   -   -   37   -   105  105  N. Hartery (vii)  68   -   -  -   237   -   305  124  J.M. de Jong   68   -   -   -   71   -   139  139  J. Kennedy   68   -   -   -   37   -   105  105  K. McGowan (vii)  23   -   -   -   122   -   145  405  H.A. McSharry (viii)  58   -   -   -   19   -   77  - D. O'Connor  68   -   -   -   44   -   112  90  J. O'Connor (viii)  -   -  -  -  -  -  -   31  W. O'Mahony (viii)  -   -  -  -  -  -  -   103   557   -   -   -   656   -   1,213  1,237  Individual remuneration for the year ended 31 December 2012 (i)  Basic salary and fees  Salary levels for Irish-based executive Directors were unchanged in 2012 as were fee levels for non-executive Directors. Mark Towe received a  2012 salary increase in US Dollars which was broadly in line with trends in senior executive remuneration in the United States. (ii)  Performance-related Incentive Plan  Under the executive Directors’ incentive plan for 2012, a bonus is payable for meeting clearly defined and stretch targets and  strategic goals. The structure of the 2012 incentive plan is set out on page 58.  (iii)  Retirement benefits expense  The Irish Finance Act 2006 effectively established a cap on pension provision by introducing a penalty tax charge on pension assets in  excess of the higher of €5 million or the value of individual prospective pension entitlements as at 7 December 2005. This cap was further reduced by the Irish Finance Act  2011 to €2.3 million as at 7 December 2010. As a result of these legislative changes, the Remuneration Committee has decided that Executive Directors who are members  of Irish pension schemes should have the option of continuing to accrue pension benefits as previously, or of choosing an alternative arrangement - by accepting pension  benefits limited by the cap - with a similar overall cost to the Group. Maeve Carton, Myles Lee and Albert Manifold have chosen to opt for the alternative arrangement which  involves capping their pensions in line with the provisions of the Finance Acts and receiving a supplementary taxable non-pensionable cash allowance in lieu of prospective  pension benefits foregone. These allowances are similar in value to the reduction in the Company’s liability represented by the pension benefit foregone. They are calculated  based on actuarial advice as the equivalent of the reduction in the Company’s liability to each individual and spread over the term to retirement as annual compensation  allowances. For 2012 the compensation allowances amount to €980,000 (2011: €980,000) for Myles Lee; €288,117 (2011: €335,195) for Albert Manifold and €174,931  (2011: €231,954) for Maeve Carton.  (iv)  Other Remuneration  Includes remuneration for Chairman, Board Committee work and allowances for non-executive Directors based outside of Ireland. (v)  Benefits  These relate principally to the use of company cars and medical/life assurance. (vi)  Ernst Bärtschi became a Director on 26 October 2011.  (vii)  Nicky Hartery became Chairman on 9 May 2012 succeeding Kieran McGowan who retired as a non-executive Director on the same date. (viii)  Heather Ann McSharry became a Director on 22 February 2012. Joyce O’Connor retired on 4 May 2011, while Liam O’Mahony retired on 31 December 2011. CRH 63