Corporate Governance Report  | continued passing of a special resolution must be called by  at least 21 clear days’ notice. A quorum for a general meeting of the Company  is constituted by five or more shareholders  present in person and entitled to vote. The  passing of resolutions at a meeting of the  Company, other than special resolutions, requires  a simple majority. To be passed, a special  resolution requires a majority of at least 75% of  the votes cast. Shareholders have the right to attend, speak, ask  questions and vote at general meetings. In  accordance with Irish company law, the Company  specifies record dates for general meetings, by  which date shareholders must be registered in the  Register of Members of the Company to be  entitled to attend. Record dates are specified in  the notes to the Notice of a general meeting.  Shareholders may exercise their right to vote by  appointing a proxy/proxies, by electronic means  or in writing, to vote some or all of their shares.  The requirements for the receipt of valid proxy  forms are set out in the notes to the Notice  convening the meeting and in the notes on the  proxy form. A shareholder, or a group of  shareholders, holding at least 5% of the issued  share capital of the Company, has the right to  requisition a general meeting. A shareholder, or a  group of shareholders, holding at least 3% of the  issued share capital of the Company, has the right  to put an item on the agenda of an AGM or to  table a draft resolution for inclusion in the agenda  of a general meeting, subject to any contrary  provision in Irish company law. The Company’s Memorandum of Association sets  out the objects and powers of the Company. The  Articles of Association detail the rights attaching to  each share class; the method by which the  Company’s shares can be purchased or re-issued  and the provisions which apply to the holding of and  voting at general meetings. Details of transactions in  the Company’s own shares are included on pages  69 and 70 of the Directors’ Report. The Articles of Association also set out the rules  relating to Directors, including their appointment,  retirement, re-election, duties and powers. The  Articles provide that no person other than a  Director retiring at the meeting shall, unless  recommended by the Directors, be eligible for  election to the office of Director at any General  Meeting unless not less than seven nor more than  21 days before the day appointed for the meeting  there shall have been left at the registered office  notice in writing, signed by a member duly  qualified to attend and vote at the meeting for  which such notice is given, of his intention to  propose such person for election and also notice  in writing signed by that person of his willingness  to be elected. The Articles also require that the  qualification of a Director shall be the holding  Having assessed the relevant business risks, the  Directors believe that the Company is well placed  to manage these risks successfully and have a  reasonable expectation that the Company, and  the Group as a whole, have adequate resources  The Company has considerable financial  resources and a large number of customers and  suppliers across different geographic areas and  industries. In addition, the local nature of building  materials means that the Group’s products are not  usually shipped cross-border. The Company’s business activities, together with  the factors likely to affect its future development,  performance and position are set out in the Chief  Executive’s Review and in the Directors’ Report  on pages 13 to 15 and pages 68 to 70. The  financial position of the Company, its cash flows,  liquidity position and borrowing facilities are  described in the Finance Review on pages 17 to  19. In addition, notes 21 to 25 to the financial  statements include the Company’s objectives,  policies and processes for managing its capital;  its financial risk management objectives; details of  its financial instruments and hedging activities;  and its exposures to credit, currency and liquidity  risks. In the period under review, CRH complied with  the provisions of the 2010 UK Corporate  Governance Code. The Company also complied  with the rules issued by the United States  Securities and Exchange Commission to  implement the Sarbanes-Oxley Act 2002, in so far as they apply to the Group. alone and not jointly with any other person of  1,000 Ordinary Shares in the capital of the  Company. A Director may act before acquiring his  qualification but must acquire the shares within  two months of his/her appointment or election. to continue in operational existence for the  foreseeable future. For this reason, they continue  to adopt the going concern basis in preparing the  financial statements. Compliance Statement Going Concern Memorandum and Articles of Association Documents Available on Website Corporate Governance section: The following are available on the CRH website, www.crh.com: – Terms of reference of  Acquisitions Committee  (amended December 2010) – Terms of reference of  Audit Committee  (amended December 2012) – Terms of reference of  Finance Committee  (amended February 2004) – Terms of reference of  Nomination and Corporate Governance Committee  (amended December 2012) – Terms of reference of  Remuneration Committee  (amended December 2012) – The Memorandum and Articles of Association of the Company – Pre-approval policy for non-audit services provided by the auditors – Compliance and ethics statement, Code of Business Conduct and Hotline contact numbers – Annual and Interim Reports, the Annual Report on Form 20-F, the CSR Report, Interim  Management Statements and copies of presentations to analysts and investors – News releases – Presentations and video recordings of executive presentations at capital markets days in London  and New York in November 2012 – Webcast recordings of key investor briefings – General Meeting dates, notices, shareholder circulars, presentations and poll results – Answers to Frequently Asked Questions, including questions regarding dividends and shareholder  rights in respect of general meetings Investor’s section: CRH 53