Corporate Governance Report Chairman’s Introduction Governance The CRH Board is responsible for the leadership,  oversight, control, development and long-term  success of the Group. We are also responsible for  instilling the appropriate culture, values and  behaviour throughout the organisation and are  committed to maintaining very high standards of  corporate governance and ethical business  conduct. The Corporate Governance Report sets  out in detail CRH’s key corporate governance  principles and practices, details the way in which  the Board operates and outlines how the 2010 UK  Corporate Governance Code, which applies to the  Company, is implemented. I have highlighted below  some of the more important elements of our  governance structures and those areas for which I  have specific responsibility as Chairman.  Board effectiveness and evaluation  As a non-executive Director since 2004, and  Senior Independent Director from May 2008 to  May 2012, I have found the CRH Board to be  highly effective, composed of knowledgeable  individuals with a wide range of business  experience, who enjoy working together towards  common goals, in an environment where no aspect  of the Group and its operations is off-limits for  debate and which is characterised by positive  interaction between executive and non-executive  Directors. One of the many attributes of my  predecessor as Chairman, Kieran McGowan, was  his ability to foster and support this environment,  particularly against the fast-evolving, uncertain  economic and financial backdrop of recent times.  When I became Chairman following the Annual  General Meeting in May 2012, one of my primary  goals was to ensure that the effectiveness of the  Board was maintained and, where possible,  enhanced and that the Board remains resolutely  focussed on fulfilling its responsibilities. I was,  therefore, very interested in the feedback from the  external Board evaluation exercise carried out in  2012. The outcome, which was very positive,  together with the relatively small number of  recommendations (outlined on page 42), supported  my view that the Board operates very effectively.  The outcome was also in line with the results of  annual internal Board evaluation exercises. Each  Board member participated fully in the external  evaluation process and felt that the resulting report  and recommendations were helpful and practical.  All of the recommendations have been  implemented or will, for timing reasons, be  implemented during 2013. From my perspective,  having an external “sense-check” on the  CRH plc has a secondary listing on The Irish Stock Exchange.  For this reason, CRH plc is not subject to the same ongoing  listing requirements as those which would apply to an Irish  company with a primary listing on the Irish Stock Exchange  including the requirement that certain transactions require the  approval of shareholders. For further information, shareholders  should consult their own financial adviser. Further details on the  Group’s listing arrangements, including its primary listing on the  London Stock Exchange, are set out on page 40. Contents Page 38 Chairman’s Introduction 40 Listings and Corporate Governance Codes 40 Board of Directors 40 – Responsibilities 40 – Roles of Chairman and Chief Executive 40 – Membership 41 – Succession and diversity 41 – Independence  41 – Chairman 41 – Senior Independent Director 41 – Company Secretary 41 – Terms of appointment of non-executive Directors 41 – Induction, training and development 41 – Performance appraisal and Board evaluation 42 – External Board evaluation 38 CRH Nicky Hartery  Chairman 42 – Directors’ retirement and re-election 43 – Board meetings 43 – Securities dealing policies and codes 44 Audit Committee 48 Nomination and Corporate Governance Committee 50 Remuneration Committee 50 Acquisitions Committee 50 Finance Committee 50 Risk Management and Internal Control 51 Compliance and Ethics 51 Attendance at Board/Committee meetings 52 Sustainability and Corporate Social Responsibility 52 Substantial Holdings 52 Communications with Shareholders 52 General Meetings 53 Memorandum and Articles of Association 53 Going Concern 53 Compliance Statement 53 Documents and presentations available on CRH website 54 Report on Directors’ Remuneration 68 Directors’ Report 38 Corporate Governance Report