Board Committees

Chair: R. Boucher

Members: C. Dowling, R. Fearon, J. Karlström, S. Kelly, B. Khan, J. Mintern, S. Talbot

The primary responsibilities of the Acquisitions, Divestments & Finance Committee are to:

• Consider and approve acquisitions, divestments and large capital expenditure projects up to agreed limits.
• Consider, at the request of management, the financial requirements of the Group and to agree with management appropriate funding arrangements.
• Consider and make recommendations to the Board in relation to the issuance and buyback of shares and debt instruments and on the Group’s financing arrangements.
• Consider and make recommendations to the Board in relation to dividend levels on the Ordinary Shares.
• Keep the Board advised on the financial (including taxation) implications of Board decisions in relation to acquisitions.
• Approve guarantees related to bank financing provided by the Group up to certain limits.
• Assist management, at their request, in considering any financial or taxation aspect of the Group’s affairs.

The responsibilities of the Acquisitions, Divestments & Finance Committee are set out in full in its Charter.

Chair: S. Kelly*

Members: C. Dowling, R. Fearon*, B. Khan, S. Talbot*, C. Verchere

The primary responsibilities of the Audit Committee are to:

• Monitor the integrity of the financial statements of the Company, its periodic filings under the Exchange Act, its annual report and financial statements prepared in accordance with Irish Company Law and the Irish Companies Act 2014, preliminary results’ announcements, and any other formal announcement relating to its financial performance, reviewing, and reporting to the Board on, significant financial reporting issues and judgments which they contain, having regard to the matters communicated to it by the auditor. Monitor the audit of the financial statements.
• Review and discuss the Company’s annual and audited financial statements, quarterly financial statements and SEC filings that contain such financial statements with management and the independent auditor, including reviewing the Company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in its annual and quarterly periodic filings with the SEC.
• Keep under review and discuss the effectiveness of the Company’s internal financial controls and the internal controls, risk assessment and risk management systems and policies and review and approve the statements to be included in the Annual Report concerning internal controls and risk management.
• Establish procedures for (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, auditing or reporting matters and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting, auditing or reporting matters, or other violations of the Company’s Code of Business Conduct.
• Review the adequacy of the Company’s arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters and review the Company’s procedures and systems for detecting fraud and preventing bribery.
• Keep under review the adequacy of the Company’s compliance function.
• Monitor and review the effectiveness of the internal audit function.
• Oversee the relationship with the external auditor including direct responsibility for appointment, including terms of engagement, compensation and retention.
• Review the effectiveness of the audit process and the independence and objectivity of the external auditors. Develop and monitor the policy on non-audit services to be provided by the external auditors. 
• Report to the Board on how it has discharged its responsibilities.

The responsibilities of the Audit Committee are set out in full in its Charter.

*Audit Committee Financial Expert

Chair: L. McKay

Members: R. Boucher, C. Dowling, J, Karlström, S. Kelly, G.L. Platt, M.K. Rhinehart

The primary responsibilities of the Compensation Committee include:

• Making recommendations to the Board with respect to the compensation, incentive compensation and equity-based plans for executive officers (other than the Chief Executive) that are subject to Board approval.
• Being directly responsible for reviewing and approving corporate goals and objectives relevant to compensation of the Chief Executive, evaluating his or her performance in light of those goals and objectives, and determining and approving the Chief Executive’s compensation level.
• Being directly responsible for reviewing and approving the annual compensation of the executive officers.
• Periodically reviewing the form and amounts of the compensation of the non-management Directors and recommend any change to the Board.
• Being exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any compensation consultants who advise the Committee, and for obtaining reliable, up-to-date information about compensation in other comparable companies, subject to consideration by the Committee of all factors relevant to that person’s independence from management to the extent required under the NYSE listing rules.
• Approving the design of, and determining the financial and non-financial targets for, any short-term performance-related pay schemes operated by the Group and approve the total annual payments made under such schemes. The Committee shall additionally review the design of all long-term share incentive plans for approval by the Board and shareholders, as applicable.
• Preparing such reports and other disclosure as may be required by applicable law and regulation to be prepared by the Committee, including disclosure required under Item 407(e)(5) of Regulation S-K and disclosure required to be prepared by the Committee for inclusion in the Company’s annual proxy statement, and, where applicable, shall make recommendations to the Board with respect to any compensation-related proposals to be considered at the annual meeting, including say-on-pay and any compensation-related shareholder proposals.
  
• Reviewing any compensation recovery or recoupment policy applicable to the Chief Executive and other executive officers.

The responsibilities of the Compensation Committee are set out in full in its Charter.

Chair: R. Boucher

Members: B. Khan, L. McKay, G.L. Platt, M.K. Rhinehart, S. Talbot

The primary responsibilities of the Nomination & Corporate Governance Committee include:

• Identifying and recommending for the approval of the Board (i) candidates to fill Board vacancies as and when they arise, and (ii) Board nominees to stand for election as directors at the annual general or, as applicable special meeting of shareholders.
• Reviewing the independence of each Director and making recommendations to the Board regarding independence.
• Considering succession planning for Directors and other senior executives.
• Keeping under review the leadership needs of the Group, both management and non-management, with a view to ensuring the continued ability of the Group to compete effectively in the marketplace.
• Approving the terms of reference for any external person or agency engaged to facilitate the evaluation of Board performance and overseeing the annual performance evaluation process of Group management and of the Board, including its committees.
• Developing, and recommending to the Board, corporate governance guidelines applicable or appropriate to the Group and keeping under review corporate governance developments (including ethics-related matters).
• Through the Chair of the Board or through the Chair of the Committee, ensuring that the Group maintains contact as required with its principal shareholders about corporate governance matters.
• Reviewing the disclosure and statements made in any report to shareholders on corporate governance contained in CRH’s regulatory disclosures.
• Reviewing and determining whether to approve any proposed transaction or ratify any transaction involving the Group and a related person which would be required to be disclosed under the rules of the U.S. Securities and Exchange Commission.

The responsibilities of the Nomination & Corporate Governance Committee are set out in full in its Charter.

Chair: M.K. Rhinehart

Members: R. Boucher, R. Fearon, J, Karlström, L. McKay, J. Mintern, G.L. Platt, C. Verchere

The primary responsibilities of the SESR Committee include:

• Monitoring the work of management to ensure that the Group’s global health and safety policies and procedures are in line with best practice.
• Reviewing and tracking performance against the Group’s targets in the areas of health and safety, the environment and social responsibility.
• Monitoring management’s strategies and action plans relating to health and safety, the environment and social responsibility.
• Keeping under review developments in health and safety, the environment and social responsibility that may impact on the Group.
• Reviewing, at least annually, the Safety, Environment and Social Responsibility performance of the Group and report to the Board on any significant trends or developments.
• Reviewing the findings resulting from audits of safety and environment performance across the Group.
• Reviewing management’s implementation of recommendations to improve performance in areas under the responsibility of the Committee.
• As agreed with management, making periodic visits to locations worldwide in order to become familiar with the nature of the operations.
• Reviewing and approving any reports on Safety, Environment and Social Responsibility in public documents such as the Sustainability Report.

The responsibilities of the Safety Environment & Social Responsibility Committee are set out in full in its Charter.