Directors’ Report |  continued Regulatory Information  2009 Corporate Governance Regulations: 2006 Takeover Regulations: 2007 Transparency Regulations:  Annual General Meeting Subsidiary, Joint Venture and Associated  Undertakings  Statement of Directors’ Responsibilities This section contains information which is  required to be provided for regulatory purposes. For the purpose of Statutory Instrument  450/2009 European Communities (Directive  2006/46) Regulations 2009, as amended by  Statutory Instrument 83/2010 European  Communities (Directive 2006/46/EC)  (Amendment) Regulations 2010, the Corporate  Governance report on pages 38 to 53 is  deemed to be incorporated in this part of the  Directors’ Report. Details of the Company’s  employee shares schemes and capital structure  can be found in notes 8 and 29 to the financial  statements on pages 88 and 89 and 113 and  114 respectively. For the purpose of Regulation 21 of Statutory  Instrument 255/2006 European Communities  (Takeover Bids (Directive 2004/25/EC))  Regulations 2006, the rules relating to the  appointment and replacement of Directors are  summarised in the section on “Board of  Directors” in this Report on page 69 and in the  following sections of the Corporate Governance  Report: “Membership of the Board” on page 40,  “Directors’ retirement and re-election” on page  42 and “Memorandum and Articles of  Association” on page 53. The Company’s  Memorandum and Articles of Association, which  are available on the CRH website, are deemed  to be incorporated in this part of the Directors’  Report. The Group has certain banking facilities  and bond issues outstanding which may require  repayment in the event that a change in control  occurs with respect to the Company. In  addition, the Company’s share option schemes  and Performance Share Plan contain change of  control provisions which can allow for the  acceleration of the exercisability of share options  and the vesting of share awards in the event  that a change of control occurs with respect to  the Company. For the purpose of Statutory Instrument  277/2007 Transparency (Directive 2004/109/ EC) Regulations 2007, the report on Corporate  Social Responsibility as published on the CRH  website is deemed to be incorporated in this  part of the Directors’ Report, together with the  following sections of this Annual Report: the  Chairman’s Statement on pages 8 and 9, the  Chief Executive’s review on pages 13 to 15, the  Finance Review on pages 17 to 19, the  Operations Reviews on pages 24 to 35, the  details of earnings per Ordinary Share in note 13  to the consolidated financial statements, details  of derivative financial instruments in note 25, the  details of the re-issue of Treasury Shares in note  29 and details of employees in note 6. Meeting. If approved, the minimum price which may  be paid for shares purchased by the Company shall  not be less than the nominal value of the shares and  the maximum price will be 105% of the higher of the  last independent trade in the Company’s shares (or  current independent bid, if higher) and the average  market price of such shares over the preceding five  days. A special resolution will also be proposed for  the purpose of setting the maximum and minimum  prices at which Treasury Shares (effectively shares  purchased and not cancelled) may be re-issued  off-market by the Company. If granted, both of these  authorities will expire on the earlier of the date of the  Annual General Meeting in 2014 or 7 August 2014. As at 25 February 2013, options to subscribe for  a total of 24,332,209 Ordinary/Income Shares are  outstanding, representing 3.35% of the issued  Ordinary/lncome share capital (excluding Treasury  Shares). If the authority to purchase Ordinary/ Income Shares was used in full, the options would  represent 3.72% of the remaining shares in issue. The Directors do not have any current intention of  exercising the power to purchase the Company’s  own shares and will only do so if they consider it  to be in the best interests of the Company and its  shareholders.  Your attention is drawn to the Notice of Meeting  set out on pages 138 and 139. Your Directors believe that the resolutions to be  proposed at the Meeting are in the best interests  of the Company and its shareholders as a whole  and, therefore, recommend you to vote in favour  of the resolutions. Your Directors intend to vote in  favour of the resolutions in respect of their own  beneficial holdings of Ordinary Shares, amounting  in total, on 25 February 2013, to 614,546  Ordinary Shares, representing approximately  0.09% of the issued Ordinary share capital of your  Company. The Group has over 1,000 subsidiary, joint venture  and associated undertakings. The principal ones  as at 31 December 2012 are listed on pages 128  to 135. The Directors, whose names are listed on pages  36 and 37, are responsible for preparing the  Annual Report and Financial Statements in  accordance with applicable laws and regulations.  Company law in the Republic of Ireland requires  the Directors to prepare financial statements for  each financial year which give a true and fair view  of the state of affairs of the Parent Company and  of the Group and of the profit or loss of the Group  for that period (consolidated financial statements). In preparing the consolidated financial statements,  the Directors are required to: The Directors are also required by the Transparency  (Directive 2004/109/EC) Regulations 2007 and the  Transparency Rules of the Central Bank of Ireland to  include a management report containing a fair  review of the business and a description of the  principal risks and uncertainties facing the Group.  The Directors confirm that they have complied with  the above requirements in preparing the 2012  Annual Report and consolidated financial  statements. The considerations set out above for the Group are  also required to be addressed by the Directors in  preparing the financial statements of the Parent  Company (which are set out on pages 118 to 121,  in respect of which the applicable accounting  standards are those which are generally accepted in  the Republic of Ireland. The Directors have elected to prepare the Parent  Company’s Financial Statements in accordance with  Generally Accepted Accounting Practice in Ireland  (Irish GAAP) comprising the financial reporting  standards issued by the Accounting Standards  Board and promulgated by the Institute of Chartered  Accountants in Ireland, together with the Companies  Acts, 1963 to 2012. The Directors are responsible for keeping proper  books of account which disclose with reasonable  accuracy at any time the financial position of the  Parent Company and which enable them to ensure  that the consolidated financial statements are  prepared in accordance with applicable International  Financial Reporting Standards as adopted by the  European Union and comply with the provisions of  the Companies Acts, 1963 to 2012 and Article 4 of  the IAS Regulation.  The Directors have appointed appropriate  accounting personnel, including a professionally  qualified Finance Director, in order to ensure that  those requirements are met. The books and  accounting records of the Company are maintained  at the principal executive offices located at Belgard  Castle, Clondalkin, Dublin 22. The Directors are also responsible for safeguarding  the assets of the Group and hence for taking  reasonable steps for the prevention and detection of  fraud and other irregularities.  On behalf of the Board,  N. Hartery, M. Lee,  Directors 25 February 2013 – select suitable accounting policies and then  apply them consistently; – make judgements and estimates that are  reasonable and prudent; – comply with applicable International Financial  Reporting Standards as adopted by the European  Union, subject to any material departures  disclosed and explained in the financial  statements; and – prepare the financial statements on the going  concern basis unless it is inappropriate to  presume that the Group will continue in business. 70 CRH