Corporate Governance Report  | continued Acquisitions Committee Finance Committee Remuneration Committee Role and Responsibilities Role and Responsibilities Risk Management and Internal Control 50 CRH ¹ In accordance with Section 91(6)(b) of the EC (Directive 2006/43) Regulations 2010 – regularly reviewing the size, structure and  composition (including skills, knowledge,  experience and diversity) of the Board and  making recommendations to the Board  regarding any changes; – giving consideration to succession planning for  Directors and senior executives; – identifying and recommending candidates to fill  Board vacancies; The  Acquisitions Committee  has been delegated  authority by the Board to approve acquisitions,  divestments and capital expenditure projects  within certain limits. The Report on Directors’ Remuneration on page 54  contains an overview of the operation of the  Remuneration Committee  from Committee  Chairman Dan O’Connor. Under its terms of reference, the  Nomination and Corporate Governance Committee  is  responsible for: The  Finance Committee  is responsible for: Under its terms of reference, the  Remuneration  Committee  must be made up of at least three  members, all of whom must be independent  non-executive Directors. Members of the Committee  can serve for up to a maximum of three terms of  three years. The CRH Chairman may be a member  of the Committee provided his/her tenure on the  Board does not exceed 12 years. Only members of  the Committee have the right to attend Committee  meetings. However, other individuals such as the  Chairman, if not a member of the Committee, the  Chief Executive, the Group Human Resources  Director and external advisers may be invited to  attend for all or part of any meeting as and when  appropriate. The Chief Executive is fully consulted  about remuneration proposals.  – advising the Board on the financial requirements  of the Group and on appropriate funding  arrangements; – considering and making recommendations to  the Board in relation to the issue and buy-back  of shares and debt instruments and to the  Group’s financing arrangements;  – considering and making recommendations to  the Board in relation to dividend levels on the  Ordinary shares;  – in respect of the appointment of a chairman,  preparing a job specification including the time  commitment expected; – keeping under review the leadership needs of  the organisation; – keeping the Board advised of the financial  implications of Board decisions in relation to  acquisitions; – assisting management, at their request, in  considering any financial or taxation aspect of  the Group’s affairs;  – reviewing the Group’s insurance arrangements. – to determine and agree with the Board the  remuneration policy for the Chairman and  executive Directors having regard to remuneration  trends across the Group; – approving the terms of reference for external  board evaluations; – keeping 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; – ensuring that the principles and provisions set  out in the UK Code (and any other governance  code that applies to the Company) are  observed; – to recommend and monitor the level and  structure of remuneration for senior management; – within the terms of the agreed policy and in  consultation with the Chairman and/or Chief  Executive, as appropriate, to determine the total  remuneration package of the Chairman and each  executive Director, including bonuses, incentive  payments and share options or other share  awards; – reviewing the disclosures and statements made  in the Corporate Governance Report to  shareholders. The primary responsibilities of the  Remuneration  Committee  are as follows:  The Board has delegated responsibility for the  monitoring of the effectiveness of the Group’s risk  management and internal control systems to the  Audit Committee ¹. Such systems are designed to  manage rather than eliminate the risk of failure to  achieve business objectives and, in the case of  internal control systems, can provide only reasonable  and not absolute assurance against material  misstatement or loss. The Committee reviewed its terms of reference in  December 2012 and proposed minor updating  amendments, which the Board approved. The factors taken into account by the  Nomination  and Corporate Governance Committee  in  considering the composition of the Board are set  out in the policy for Board renewal which is  detailed on page 41. The Committee establishes  processes for the identification of suitable  candidates for appointment to the Board and  oversees succession planning for the Board and  senior management.  The consolidated financial statements are prepared  subject to the oversight and control of the Finance  Director, ensuring correct data is captured from  Group locations and all required information for  disclosure in the consolidated financial statements is  provided. An appropriate control framework has  been put in place around the recording of  appropriate eliminating journals and other  adjustments. The consolidated financial statements  are reviewed by the CRH Financial Review and  Disclosure Group prior to being reviewed by the  Audit Committee  and approved by the Board of  Directors. The Directors confirm that the Group’s  ongoing process for identifying, evaluating and  managing its principal risks and uncertainties (as  outlined in the Directors’ Report on pages 68 and 69)  is in accordance with the updated Turnbull guidance  ( Internal Control: Revised Guidance for Directors on  the Combined Code ) published in October 2005.  The process has been in place throughout the  accounting period and up to the date of approval of  the Annual Report and financial statements. – to approve the design of, and the targets and  level of awards made under, the Group’s  performance-related incentive plans; – to review the design of all share incentive plans  for approval by the Board and shareholders; – to approve the vesting levels for share scheme  awards; – to oversee any major changes to employee  benefit structures; – to authorise the release of deferred share awards; – to determine the policy for pension arrangements  for executive Directors and senior management; – to establish the criteria for selecting, appointing  and setting the terms of reference of remuneration  consultants that advise the Committee. As referred to in the section dealing with the  independence of non-executive Directors on page  41, each year the Committee reviews details of  the non-CRH directorships of each Director,  including any relationship between those  companies and the Group. The Committee also  reviews any business relationships between  individual Board members. The Committee reviewed its terms of reference in  December 2012 and proposed minor updating  amendments, which the Board approved.