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Item 10. Directors, Executive Officers and Corporate Governance

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Item 10. Directors, Executive Officers and Corporate Governance

Corporate Governance

The Company is committed to a high standard of corporate governance and regularly reviews its governance structures and arrangements to ensure that they meet best practices and applicable regulatory requirements.

Governance Framework

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CRH Form 10-K/A 6

Board of Directors

Our Director nominees possess a range of diverse backgrounds, skills, knowledge, and experience that we believe are integral to an effective and well-functioning Board. For more information about our Director nominees, please see our Director biographies below and the summary of competencies on page 13.

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Richie Boucher
Independent Chairman and Non-management Director Appointed to the Board: March 2018 Nationality: Irish Age: 65 Skills and experience: Richie has extensive experience in all aspects of financial services and was Chief Executive of Bank of Ireland Group plc between February 2009 and October 2017. He also held a number of key senior management roles within Bank of Ireland, Royal Bank of Scotland and Ulster Bank. He is a past President of the Institute of Banking in Ireland and of the Irish Banking Federation. Education: Bachelor of Arts (Economics) from Trinity College, Dublin; Fellow of the Institute of Banking in Ireland. External appointments: Current Public Directorships: Non-management Director of Kennedy-Wilson Holdings, Inc., a global real estate investment company. Current Non-Public Directorships: Non-executive Director of ClonBio Group Limited, which manufactures sustainable bio products and produces renewable energy. Former Public Directorships in the Last 5 Years: Atlas Mara plc; Eurobank Ergasias S.A. Committee membership: ADF (Chairman); COMP; NCG (Chairman); and SESR
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Albert Manifold
Chief Executive and Executive Director Appointed to the Board: January 2009 Nationality: Irish Age: 61 Skills and experience: Albert joined CRH in 1998. Prior to joining CRH, he was Chief Operating Officer with a private equity group. While at CRH he has held a variety of senior positions, including Finance Director of the Europe Materials Division, Group Development Director and Managing Director of Europe Materials. He became Chief Operating Officer in January 2009 and was appointed Group Chief Executive with effect from January 1, 2014. Education: FCPA, MBA, MBS. External appointments: Current Public Directorships: Non-executive Director of LyondellBasell Industries N.V., one of the largest plastics, chemicals and refining companies in the world. Current Non-Public Directorships: Non-executive Director of Mercury Holdings Unlimited Company, a European leader in construction solutions. Former Public Directorships in the Last 5 Years: Not applicable. Committee membership: ADF and SESR
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Jim Mintern
Chief Financial Officer and Executive Director Appointed to the Board: June 2021 Nationality: Irish Age: 57 Skills and experience: Jim has over 30 years’ experience in the building materials industry, over 20 years of which have been with CRH. Jim joined CRH as Finance Director for Roadstone and since then has held several senior positions across the Group, including Country Manager for Ireland, Managing Director of each of the Western and Eastern regions of our Europe Materials Division and Chief of Staff to the Chief Executive. He was appointed to the Board and became Chief Financial Officer with effect from June 1, 2021. Education: Fellow of Chartered Accountants Ireland; Bachelor of Commerce from University College Dublin. External appointments: Current Public Directorships: Not applicable. Current Non-Public Directorships: Not applicable. Former Public Directorships in the Last 5 Years: Not applicable. Committee membership: ADF
Board Committees
Acquisitions, Divestments & Finance CommitteeADF
Audit CommitteeAUDIT
Nomination & Corporate Governance CommitteeNCG
Compensation CommitteeCOMP
Safety, Environment & Social Responsibility CommitteeSESR

CRH Form 10-K/A 7

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Lamar McKay
Senior Independent Director and Non-management Director Appointed to the Board: December 2020 Nationality: United States Age: 65 Skills and experience: Lamar is currently non‐management Chairman of APA Corporation, an independent energy company that explores for, develops and produces natural gas, crude oil and natural gas liquids. He was, until July 2020, Chief Transition Officer of BP plc. During a 40 year career in Amoco and subsequently with BP, following the merger of the two companies, Lamar held a variety of senior executive roles, including responsibility for BP’s interests in the TNK-BP joint venture, Chairman and CEO of BP Americas (during which period he acted as President of the Gulf Coast Restoration Organization and Chief Executive Officer for BP’s worldwide Upstream Division). From April 2016 to February 2020 he was Deputy Group Chief Executive Officer of BP. Education: Bachelor of Science from Mississippi State University. External appointments: Current Public Directorships: APA Corporation. Current Non-Public Directorships: Not applicable. Former Public Directorships in the Last 5 Years: Not applicable. Committee membership: COMP (Chairman); NCG; and SESR
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Caroline Dowling
Non-management Director Appointed to the Board: March 2021 Nationality: Irish Age: 57 Skills and experience: Caroline was, until her retirement in February 2018, a Business Group President of Flex Ltd, an industry leading Fortune 500 company, with operations in 30 countries. In this role she led the Telecommunications, Enterprise Compute, Networking and Cloud Data Centre and was also responsible for managing the Global Services Division, supporting complex supply chains. Prior to this, Caroline held a range of senior executive roles in Flex, including responsibility for development & strategy, marketing, retail & technical services and global sales. Education: Diploma in Environmental, Social and Governance from the Corporate Governance Institute External appointments: Current Public Directorships: Non-executive Director of DCC plc and IMI plc. Current Non-Public Directorships: Non-executive Director of Orion SCM, Inc., a US-based software firm. Former Public Directorships in the Last 5 Years: Not applicable. Committee membership: ADF; AUDIT; and COMP
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Richard Fearon
Non-management Director Appointed to the Board: December 2020 Nationality: United States Age: 68 Skills and experience: Richard was, until March 2021, the Vice Chairman and Chief Financial and Planning Officer of Eaton Corporation plc, a global power management company, roles he held since 2009 and 2002, respectively. He had responsibility and oversight for a number of key operational and strategic functions at Eaton, including accounting, control, corporate development, information systems, internal audit, investor relations, strategic planning, tax and treasury functions. Prior to joining Eaton, he worked at several large diversified companies, including Transamerica Corporation, NatSteel Ltd, and The Walt Disney Company. He also served as a management consultant with Booz Allen & Hamilton and The Boston Consulting Group. Education: Bachelor of Arts in Economics from Stanford University; Masters of Business Administration from Harvard Business School; and a Juris Doctor from Harvard Law School. External appointments: Current Public Directorships: Non-executive Chairman and independent director of Avient Corporation; non-management Director of Crown Holdings, Inc. and non-management Director of Waters Corporation. Current Non-Public Directorships: Not applicable. Former Public Directorships in the Last 5 Years: Eaton Corporation plc; Hennessy Capital Investment Corp. VI. Committee membership: ADF; AUDIT*; and SESR *Audit Committee Financial Expert as determined by the Board

CRH Form 10-K/A 8

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Johan Karlström
Non-management Director Appointed to the Board: September 2019 Nationality: Swedish Age: 67 Skills and experience: Johan was, until 2017, President and Chief Executive Officer of Skanska AB, a leading multinational construction and project development company. Over a thirty-year career with Skanska, he held a variety of leadership roles in Europe and America, before becoming President and Chief Executive in 2008. He also served as President and Chief Executive Officer of BPA (now Bravida), a listed mechanical and installation group from 1996 to 2000. Education: Masters degree in Engineering from the KTH Royal Institute of Technology, Sweden. External appointments: Current Public Directorships: Not applicable. Current Non-Public Directorships: Chairman of Nimlas AB. Former Public Directorships in the Last 5 Years: Sandvik AB; Skanska SB. Committee membership: ADF; COMP; and SESR
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Shaun Kelly
Non-management Director Appointed to the Board: December 2019 Nationality: Dual Irish & United States Age: 64 Skills and experience: Shaun was until September 2019, the Global Chief Operating Officer of KPMG International, where he was responsible for the execution of the firm’s global strategy and for the delivery of various global initiatives. Over a thirty-year career with KPMG, the majority of which was spent in the U.S., he held a variety of senior leadership positions, including Partner in Charge, U.S. Transaction Services (2001 to 2005), Vice Chair and Head of U.S. Tax (2005 to 2010) and Vice Chair Operations and Chief Operating Officer Americas (2010 to 2015), before his appointment as Global Chief Operating Officer in 2015. Education: Fellow of Chartered Accountants Ireland and a U.S. Certified Public Accountant; Bachelor of Commerce and Diploma in Professional Accounting from University College Dublin; and an honorary doctorate from Queen’s University Belfast. External appointments: Current Public Directorships: Not applicable. Current Non-Public Directorships: Non-executive Director of Park Indemnity Limited. Former Public Directorships in the Last 5 Years: Not applicable. Committee membership: ADF; AUDIT* (Chairman); and COMP *Audit Committee Financial Expert as determined by the Board
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Badar Khan
Non-management Director Appointed to the Board: October 2021 Nationality: Dual British & United States Age: 53 Skills and experience: Badar is currently Chief Executive Officer and Director of EVgo, Inc., one of the largest public electric vehicle fast charging networks in the U.S. He was, until June 2022, President of National Grid US, a major business segment of the leading energy transmission and distribution company, National Grid plc. Prior to this, he held a variety of roles in National Grid, including responsibility for strategy and innovation. Before joining National Grid he worked at Centrica plc (2003 to 2017), a leading international energy services and solutions company, where he held a variety of senior executive positions in the UK and U.S., and has prior experience in marketing, consulting and project management. Education: Bachelor of Engineering from Brunel University and an MBA from The Wharton School of the University of Pennsylvania. External appointments: Current Public Directorships: EVgo Inc. Current Non-Public Directorships: Not applicable. Former Public Directorships in the Last 5 Years: Not applicable. Committee membership: ADF; AUDIT; and NCG
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Gillian L. Platt
Non-management Director Appointed to the Board: January 2017 Nationality: Canadian Age: 70 Skills and experience: During the course of her executive career, Gillian held a number of senior leadership positions in a variety of industries, geographies and roles including human resources, corporate affairs and strategy. Most recently she was Executive Vice President and Chief Human Resources Officer at Finning International, Inc. (the world’s largest Caterpillar equipment dealer) with global responsibility for human resources, talent development and communications. She previously held senior executive roles at Aviva, the multinational insurance company, as Executive Vice President Human Resources and Executive Vice President Strategy and Corporate Development. Education: Bachelor of Arts from the University of Western Ontario and a Masters of Education from the University of Toronto. External appointments: Current Public Directorships: Non-management Director of Interfor Corporation, a Canadian listed company, which is one of the world’s largest providers of lumber. Current Non-Public Directorships: Not applicable. Former Public Directorships in the Last 5 Years: Not applicable. Committee membership: COMP; NCG; and SESR

CRH Form 10-K/A 9

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Mary K. Rhinehart
Non-management Director Appointed to the Board: October 2018 Nationality: United States Age: 65 Skills and experience: Mary is non‐management Chairman of Johns Manville Corporation, which is a leading global manufacturer of premium-quality building products and engineered specialty materials, and Lubrizol Corporation, which is a global specialty chemicals company. Over nearly 40 years with Johns Manville she held a wide range of global leadership roles, encompassing responsibility for business management and strategic business development and was also Chief Financial Officer. Mary was formerly a non‐management Director of Ply Gem Holdings Inc., a leader in exterior building products in North America and Lead Director of CoBiz Financial Inc. Education: Bachelor’s degree in Finance from the University of Colorado; MBA from the University of Denver. External appointments: Current Public Directorships: Non-executive Director of Graphic Packaging Holding Company. Current Non-Public Directorships: Non-executive Chairman of Johns Manville Corporation and Lubrizol Corporation, both Berkshire Hathaway companies. Former Public Directorships in the Last 5 Years: Not applicable. Committee membership: COMP; NCG; and SESR (Chairman)
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Siobhán Talbot
Non-management Director Appointed to the Board: December 2018 Nationality: Irish Age: 60 Skills and experience: Siobhán was, until her retirement in December 2023, Group Managing Director of Glanbia plc, a global nutrition company with operations in 32 countries. Prior to her appointment as Group Managing Director in 2013, she served as Finance Director, a role which encompassed responsibility for Glanbia’s strategic planning. Prior to joining Glanbia, she worked with PricewaterhouseCoopers in Dublin and Sydney. Education: Fellow of Chartered Accountants Ireland; Bachelor of Commerce; and a Diploma in Professional Accounting from University College Dublin. External appointments: Current Public Directorships: Not applicable. Current Non-Public Directorships: No applicable. Former Public Directorships in the Last 5 Years: Glanbia plc. Committee membership: ADF; AUDIT*; and NCG *Audit Committee Financial Expert as determined by the Board
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Christina Verchere
Non-management Director Appointed to the Board: March 2023 Nationality: Dual British and United States Age: 52 Skills and experience: Christina, is Chief Executive Officer of OMV Petrom S.A. (OMVP), a position she has held since 2018. OMVP is the largest integrated energy company in Southern and Eastern Europe and is active across the energy value chain from oil and gas production to power generation and supply. Prior to joining OMVP, Christina spent over 20 years working with BP plc, a leading multinational oil and gas company, where she held a variety of senior leadership positions in the UK, the U.S., Canada and Indonesia, including Regional President, Asia Pacific and Regional President, Canada. Education: Master’s Degree in Economics Science from the University of Aberdeen, Scotland. External appointments: Current Public Directorships: OMV Petrom Current Non-Public Directorships: Not applicable. Former Public Directorships in the Last 5 Years: Not applicable. Committee membership: AUDIT and SESR
Board Committees
Acquisitions, Divestments & Finance CommitteeADF
Audit CommitteeAUDIT
Nomination & Corporate Governance CommitteeNCG
Compensation CommitteeCOMP
Safety, Environment & Social Responsibility CommitteeSESR

CRH Form 10-K/A 10

Global Leadership Team****1

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Albert Manifold
Chief Executive See biography on page 7.
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Jim Mintern
Chief Financial Officer See biography on page 7.
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Randy Lake
Chief Operating Officer Age: 58 Skills and experience: Randy joined CRH in the Americas in 1996 and has held several senior operating positions across multiple CRH businesses, initially in Architectural Products, then in Materials. In 2008, he was appointed President of our Americas Materials Performance group and subsequently led the launch of our Building Solutions business. Prior to his current appointment, Randy served as President of Americas Materials from 2012 to 2020 and Group Executive, Strategic Operations from 2020 to 2021. Randy is actively involved in the Materials industry in North America and served as Chairman of the U.S. National Stone, Sand & Gravel Association in 2018. Education: BS (Business Administration), MBA
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Peter Buckley
President, Europe Division Age: 58 Skills and experience: Peter joined CRH in 2009 as Country Manager, China. Since then, he has held a variety of Senior Vice President roles across Asia-Pacific, Europe Materials East, Ash Grove Cement and UK & Ireland. He was President of Europe West prior to taking up his current role in 2024. Before joining CRH, Peter held various management positions globally in the paper and packaging industry. Education: BComm
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Nathan Creech
President, Americas Division Age: 48 Skills and experience: Nathan joined CRH in the Americas in 2011. Prior to joining CRH, he held various operating and strategy roles in the building materials industry. At CRH, he has served in a number of business development and executive leadership roles, including Vice President U.S. Strategy & Development, Senior Vice President, Central Division of Americas Materials and most recently as President of CRH’s Building Envelope business. Nathan was appointed President of Building Products in 2021 and President of our new Americas Division in January 2023. Education: BS (Business), MBA
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Bob Feury
Chief Culture & People Officer Age: 61 Skills and experience: Bob joined CRH in 1996 with the acquisition of his family’s business, Allied Building Products, which later became Americas Distribution. Upon the divestment of Americas Distribution in 2018, he served as Executive Vice President of Strategy and Development for CRH’s Building Products Division. In 2023, Bob joined CRH’s Global Leadership Team on his appointment as Chief Culture & People Officer (CCPO), a new role established to elevate strategic focus on culture and people. Education: BS (Finance and Financial Management Services)
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Isabel Foley
Group General Counsel Age: 63 Skills and experience: Isabel joined CRH in 2020 in the newly created role of Group General Counsel. Isabel was previously a partner at Arthur Cox, one of Ireland's top-tier law firms, and is recognized globally as a leader in her field. She has advised State entities, multinationals and domestic corporations, and their boards, on business-critical risk, exposure and litigation arising from transactions and disputes as well as regulatory compliance and competition issues. Isabel is also an accredited mediator and an experienced and active mentor. Education: BCL, Law Society of Ireland, CEDR Accredited Mediator
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John Lydon
Director of Development Age: 51 Skills and experience: John joined CRH’s Global Leadership Team in November 2022, in the new role of Director of Development, John spent over 20 years in the investment banking industry, working with leading corporates in Europe, Asia and North America with J.P. Morgan and Deutsche Bank covering M&A, capital markets and strategic advisory. Immediately prior to CRH, he was Head of Capital Markets at Davy, Ireland’s largest wealth manager and corporate adviser. Education: BBL (Business and Law), MFin
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Juan Pablo San Agustín
Group Executive, Strategic Planning, Innovation and Venturing Age: 55 Skills and experience: Juan Pablo joined CRH in October 2020. He has over 25 years' experience working in the building materials industry across the Americas and Europe. His areas of expertise cover strategic planning, M&A, venture capital, digital innovation, and marketing. Immediately prior to CRH, he served as EVP of Strategic Planning and New Business Development at CEMEX, a Mexico-based multinational building materials company. Education: BS, MBA
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Philip Wheatley
Chief Growth Officer Age:49 Skills and experience: Philip re-joined CRH in the role of Chief Growth Officer in 2023. He previously worked for CRH for 16 years across a variety of roles in Corporate Development and Strategy, most recently as the Group Head of M&A. Prior to this, he held roles as the Group Strategy and Development Director, Development Director for Europe Materials and Group Development Manager. Before joining CRH, Philip held various M&A and operating roles in the financial services and building materials industries. Education: BA, ACA

1 Members of our Global Leadership Team are appointed to their roles and serve at the discretion of the Company, rather than for a specific term of office.

CRH Form 10-K/A 11

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines (the “Governance Guidelines”) as a general framework to assist the Board in carrying out its responsibility for the business and affairs of the Company. The Governance Guidelines, which are available on www.crh.com, cover the role of the Board and management, the composition of the Board, the structure, operations, duties and responsibilities of the Board. The Nomination & Corporate Governance Committee keeps these guidelines under review and recommends any changes for approval by the Board.

Board Leadership and Structure

The roles of Chairman and Chief Executive are not currently combined. The Chairman is Richie Boucher, who is an independent non-management Director. Mr. Boucher was appointed to this role in January 2020, having joined the Board in March 2018. The Chief Executive is Albert Manifold who has held this position since January 2014 and has been a Board member since January 2009.

There is a clear division of responsibilities between the roles of the Chairman and the Chief Executive, which is set out in the Governance Guidelines.

The Board has appointed a Senior Independent Director, who chairs Board and Committee meetings in the absence of the Chairman and who is available to shareholders who have concerns that cannot be addressed through the Chairman, Chief Executive or Chief Financial Officer. The normal term of appointment is for a period of two years, which is renewable. This position has been held by Lamar McKay since April 2022.

Tenure of Directors

All Directors serve a one-year term, except that the initial term for each Director shall run from the date of appointment until the next Annual General Meeting (AGM) and are subject to election by shareholders at each AGM.

The Board does not believe that it should limit the number of terms for which a person may serve as a Director as they develop significant insights into the Company and its operations over time. Nonetheless, the Board keeps the tenure of Directors under regular review to ensure there is an appropriate focus on Board refreshment and mix of skills and expertise relevant to the needs of the Board and the Company. Directors with long tenure are subject to a rigorous performance review.

Diversity Policy

The Board is committed to ensuring that the Board (and the Audit, Compensation and Nomination & Corporate Governance Committees) and the senior executive team is sufficiently diverse and appropriately balanced. The objective of this policy is to ensure that diversity in all its forms is a core component in the decision-making process for Board renewal and management succession. In its work in the area of Board renewal and succession planning, the Nomination & Corporate Governance Committee looks at the following four criteria when considering Director roles:

  • International business experience, particularly in the regions in which the Company operates or into which it intends to expand;

  • Skills, knowledge and expertise (including education or professional background) in areas relevant to the operation of the Board;

  • Diversity in all aspects, including nationality, gender, ethnicity, sexual orientation, disability, educational, professional and socio-economic backgrounds, and personal strengths; and

  • The need for an appropriately sized Board.

During the ongoing process of Board renewal, each, or a combination, of these factors can take priority.

To date, the Board has not set any policy regarding age.

It is the policy of the Board that there is regular refreshment of the Board’s Committees, which ensures to the extent possible that the overall experience and diversity of the Directors is reflected in the composition of the Committees and Chair roles, taking into account other requirements such as Board succession planning and the need for financial experts to be members of the Audit Committee.

Process for selection of Non-management Directors

The Board plans for its own succession with the assistance of the Nomination & Corporate Governance Committee. The process to identify, evaluate and appoint a non-management Director with the suitable experience, skills and time commitment takes into account both the needs of the Company and the diversity, tenure and skills of existing Board members.

Non-management Director Appointment Process
•Non-management Director recruitment processes are supported by an external recruitment agent; •A skills matrix is maintained to identify particular skills that would enhance the Board or which might need to be replaced following planned Board retirements. The composition and skills of the Board is also reviewed as part of the annual Board evaluation process; •Potential candidate lists are collated based on specifications agreed following input from the Nomination & Corporate Governance Committee; •The Nomination & Corporate Governance Committee reviews candidate lists and selects individuals for interview; and •Once a preferred candidate is identified other members of the Board are invited to meet with them prior to formal consideration of their appointment to the Board.

Board Evaluation

The Nomination & Corporate Governance Committee is responsible for conducting an annual review of Board effectiveness, the composition of the Board in the context of the skills, knowledge, experience and diversity required, the operation and performance of the Chairman, the Board and its Committees, and the effectiveness of Board communications. The Senior Independent Director, who is a member of the Nomination & Corporate Governance Committee, is generally delegated responsibility by the Nomination & Corporate Governance Committee to lead the evaluation process on its behalf. Periodically, the evaluation is supported by an external service provider.

The internal Board performance evaluation conducted in 2023 involved a series of one-to-one meetings, with a report of the feedback being considered by the Board. A number of minor suggestions were made in the report, including in relation to the structure of pre-read materials, further enhancements to the structure of discussions on strategic topics and building on the successful New York Stock Exchange (NYSE) listing.

CRH Form 10-K/A 12

Director Orientation & Continuing Education

The Chairman agrees a tailored and comprehensive induction program with each new non-management Director. New non-management Directors are provided with extensive briefing materials on the Company and its operations, the procedures relating to the Board and its Committees and their duties and responsibilities as Directors under legislation and regulations that apply to the Company.

Directors regularly receive copies of research and analysis conducted on the Company and the building materials sector, and receive relevant industry, economic and geo-political updates. Directors are provided with regular training on compliance and ethics matters, while updates in relation to other relevant matters, for example, changes in company law, are provided from time to time.

In addition, two Board site visits each year are leveraged to gain a detailed understanding of CRH’s business model and strategy. The site visits in 2023 were to operations in Poland and Canada.

Shareholder Engagement

Engagement with our investors helps us better understand their expectations for our financial and sustainability performance. Over the past 12 months, the Chairman held meetings with shareholders holding approximately 40% of CRH’s issued share capital on corporate governance matters, during which he outlined the Board’s priorities and perspectives, to ascertain shareholders' views on a wide range of topics such as:

  • The NYSE listing, including detail around the transition, improvement in brand awareness and the factors that influence U.S. index inclusion;

  • Our strategy in the United States and Europe and the success of our integrated solutions strategy;

  • Capital allocation policies and M&A priorities;

  • Succession planning, and the process being followed at the senior management level;

  • Board composition, and the areas of focus for refreshment following the NYSE listing;

  • The process to review our executive compensation structures; and

  • Our approach to sustainability considering the differing European and United States regulatory regimes and progress towards our 2030 targets.

The feedback from these meetings was provided to the Board and relevant Committees.

Employee Engagement and Organization Culture

Members of the Nomination & Corporate Governance Committee hold a number of employee engagement sessions each year. These are a mix of in-person and virtual sessions.

The results from organizational health surveys are reported to the Board, while reports on the operation of CRH’s Hotline are reported to the Audit Committee and the Safety, Environment & Social Responsibility Committee.

Executive Succession Planning

Executive succession planning continues to be a focus for the Board. In particular, while no decisions have been made regarding timing or candidates, the Board has a well-defined process for managing Chief Executive succession in the medium-term, with plans for short-term emergency candidates if required for any circumstances.

Membership of the CRH Board

CRH is overseen by Directors with a diverse set of backgrounds, experiences and competencies which the Board feels are important to the long-term success of the Company and to drive further value creation for the Company’s shareholders.

CRH’s Directors contribute significant experience and skills in the areas most relevant to overseeing the Company’s business and strategy, including experience in building materials or similar capital intensive industries; global markets; strategy; M&A; safety and sustainability; and IT & Cybersecurity. The competency table below is intended to depict notable areas of focus for each Director, and not having a mark does not mean that a particular Director does not possess that qualification or skill. Nominees have developed competencies in these skills through education, direct experience and oversight responsibilities.

Summary of Director Competencies
Accounting, Internal Control & Financial ExpertiseFinancial ServicesGovernanceM&ABuilding Materials or Capital Intensive Industry ExperienceIT & Cyber-securityTalent ManagementCompensationSafety & Sustainability (including Climate Change)StrategyGlobal Experience
R. Boucher▲▲▲▲▲▲
C. Dowling▲▲▲▲▲▲▲▲
R. Fearon▲▲▲▲▲▲▲▲▲
J. Karlström▲▲▲▲▲▲▲▲
S. Kelly▲▲▲▲▲▲▲▲
B. Khan▲▲▲▲▲
A. Manifold▲▲▲▲▲▲▲▲
J. Mintern▲▲▲▲▲▲▲
L. McKay▲▲▲▲▲▲▲▲
G.L. Platt▲▲▲▲▲
M.K. Rhinehart▲▲▲▲▲▲▲▲▲
S. Talbot▲▲▲▲▲▲▲
C. Verchere▲▲▲▲▲▲▲

CRH Form 10-K/A 13

Committees of the Board

The Board has established five permanent Committees to assist in the execution of its responsibilities:

  • Acquisitions, Divestments & Finance;

  • Audit;

  • Compensation;

  • Nomination & Corporate Governance; and

  • Safety, Environment & Social Responsibility.

Ad hoc Committees are formed from time to time to deal with specific matters.

The responsibilities of each of the Board’s Committees, which are summarized below, are set out in detail in their respective charters and which are available on the CRH website, www.crh.com.

Acquisitions, Divestments & Finance Committee

ChairmanMembersPrimary Responsibilities
Richie BoucherCaroline Dowling Richard Fearon Johan Karlström Shaun Kelly Badar Khan Albert Manifold Jim Mintern Siobhán Talbot•Consider and approve acquisitions and divestitures and large capital expenditure projects up to agreed limits; •Consider, at the request of management, the financial requirements of the Company and to agree with management appropriate funding arrangements; •Consider and make recommendations to the Board in relation to the issue and buyback of shares and debt instruments and on the Company’s financing arrangements, as appropriate; •As required, consider and make recommendations to the Board in relation to dividend levels on the Ordinary Shares; •Keep the Board advised on the financial implications of Board decisions in relation to acquisitions; •Approve guarantees related to bank financing provided by CRH plc up to certain limits; •Assist management, at their request, in considering any financial or taxation aspect of the Company’s affairs; and •Review the Company’s insurance arrangements.
Summary of Principal Activities in 2023
The Committee met four times during 2023, with the key areas of focus being the consideration and approval of a number of acquisitions and divestitures, which further enhance the Company’s integrated solutions strategy.

CRH Form 10-K/A 14

Audit Committee

ChairmanMembersPrimary Responsibilities
Shaun Kelly*Caroline Dowling Richard Fearon* Badar Khan Siobhán Talbot* Christina Verchere ALL INDEPENDENT *Financial Experts under relevant SEC rules•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, 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 judgements 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 the effectiveness of the Company’s internal financial controls and the internal control and risk management systems and review and approve statements to be included in the Annual Report concerning internal control and risk management; •Establish procedures for; (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters, or other violations of the Company’s Code of Business Conduct; •Review 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; •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 auditor. Approve the compensation and terms of engagement of the external auditor. Make recommendations to the Board in relation to the appointment or removal of the external auditor; and •Report to the Board on how it has discharged its responsibilities.
Summary of Principal Activities in 2023
The Committee met six times during 2023, with the key areas of focus being the following: •Considering the impact of CRH's transition to a primary listing on the NYSE, and the related move to quarterly reporting, on the Company's financial reporting and internal control processes; •Recommended to the Board that it approve the interim and full year results statements and the 2022 Annual Report and Form 20-F; •Reviewed and discussed with management and Deloitte the Company's reporting on climate-related risks, including the impact on the Company's accounting judgments, disclosures and financial statements, and their alignment with CRH's carbon emissions reduction targets; •Reviewed management's impairment testing methodology and processes, including key judgment areas, assumptions and alignment with our carbon emissions reduction targets; •Having received confirmation of their willingness to continue in office, recommended to the Board Deloitte's continuance in office for the 2024 financial year. Their continuance will be subject to a non-binding advisory vote at the 2024 AGM; •Approved the Internal Audit Charter and audit plan for 2023; •Received regular updates from the Head of Internal Audit on the delivery of the 2023 internal audit plan; and •Reviewed an assessment by management of the effectiveness of the Company’s risk management and internal control systems. This had regard to risk management strategies and all material controls, including financial, operational and compliance controls that could affect the Company’s business.

CRH Form 10-K/A 15

Compensation Committee

ChairmanMembersPrimary Responsibilities
Lamar McKayRichie Boucher Caroline Dowling Johan Karlström Shaun Kelly Gillian Platt Mary Rhinehart ALL INDEPENDENT•Making recommendations to the Board with respect to the compensation and 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; •Determining (in his or her absence) the total individual compensation package of the Chairman; •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; •Approving the design of, and determining the financial and non-financial targets for, any short-term performance-related pay schemes operated by the Company 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; and •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.
Summary of Principal Activities in 2023
The Committee met six times during 2023, with the key areas of focus being the following: •Considered and approved salary increases for the Executive Directors, see page 21 for more details; •Considered and approved the vesting and grant of awards under the Company’s short-term and long-term share incentive schemes, see page 21 for more details; and •Considered and approved updates to the Executive Directors service contracts.

Nomination & Corporate Governance Committee

ChairmanMembersPrimary Responsibilities
Richie BoucherBadar Khan Lamar McKay Gillian Platt Mary Rhinehart Siobhán Talbot ALL INDEPENDENT•Identifying and nominating for the approval of the Board (i) candidates to fill Board vacancies as and when they arise, and (ii) Board nominees to stand for re-election as directors at the annual 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 senior executives; •Keeping under review the leadership needs of the Company, both management and non-management, with a view to ensuring the continued ability of the Company 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 Company management and of the Board, including its Committees; •Developing, and recommending to the Board, corporate governance guidelines applicable or appropriate to the Company and keeping under review corporate governance developments; •Through the Chairman of the Board or through the Chairman of the Committee, ensuring that the Company maintains contact as required with its principal shareholders about corporate governance matters; •Reviewing the disclosures and statements made in reports to shareholders on corporate governance contained in CRH’s required regulatory disclosures; and •Reviewing and determining whether to approve any proposed transaction or ratify any transaction involving the Company and a related person which would be required to be disclosed under the rules of the SEC.
Summary of Principal Activities in 2023
The Committee met four times during 2023, with the key areas of focus being the following: •Reviewed and monitored the structure, size, composition and balance of skills on the Board; •Recommended the appointment of Ms. C. Verchere to the Board - see page 10 for details of Ms. Verchere’s skills and expertise; •Recommended various updates in relation to the memberships of the Board’s Committees; •Considered and recommended to the Board the approval of CRH’s Governance Guidelines following CRH’s transition to a primary listing on the NYSE during 2023; and •In conjunction with the Board, overseeing the succession planning process for executives.

CRH Form 10-K/A 16

Safety, Environmental & Social Responsibility Committee

ChairmanMembersPrimary Responsibilities
Mary RhinehartRichie Boucher Richard Fearon Johan Karlström Lamar McKay Albert Manifold Gillian Platt Christina Verchere•Monitoring the work of management to ensure that the Company’s global health and safety policies and procedures are in line with best practice; •Reviewing and tracking performance against the Company’s targets in the areas of health, safety, environment and social responsibility; •Monitoring management’s strategies and action plans relating to health and safety, the environment and social responsibility, including inclusion and diversity programs; •Keeping under review developments in health and safety, the environment and social responsibility that may impact the Company; •Reviewing, at least annually, the Safety, Environment and Social Responsibility performance of the Company and reporting to the Board on any significant trends or developments; •Reviewing the findings resulting from audits of safety and environment performance across the Company; •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; and •Reviewing and approving any reports on Safety, Environment and Social Responsibility in public documents such as the annual Sustainability Performance Report.
Summary of Principal Activities in 2023
The Committee met five times during 2023, with the key areas of focus being the following: •Reviewed and monitored CRH’s sustainability and climate-related targets, actions and performance; and •Considered and approved the publication of the 2022 Sustainability Performance Report and the inclusion of sustainability disclosures in the 2022 Annual Report on Form 20-F.

Meeting Attendance

Each of our current Directors attended over 75% of the meetings of our Board and the Committees on which they served as a regular member during 2023. There were a total of 13 Board meetings held during 2023. Overall attendance at Board and Committee meetings during 2023 was over 96% for our Directors as a group.

Directors are also expected to attend the AGM. All Directors, with the exception of Christina Verchere, who had a diary conflict predating her appointment to the Board, attended the AGM held on April 27, 2023.

Code of Business Conduct

Our culture as a company is built on our commitment to uphold the CRH values. At CRH, our values unite us in the way we work, every day, all over the world. They are the foundation of our culture — they show what’s important to us and are central to our success as a company.

At CRH, we do the right things in the right way, with respect for one another and for the law. This has always been our approach and as we continually reshape and improve our business, the one thing that will never change is our character – that combination of integrity, honesty and dependability that is a real strength of CRH.

The foundation of the Legal and Compliance program is the Code of Business Conduct (CoBC) and supporting policies, which set out our standards of legal, honest and ethical behavior. The CoBC complies with the applicable code of ethics regulations of the SEC arising from the Sarbanes-Oxley Act. The CoBC is applicable to all employees of the Company, including the Chief Executive, our Global Leadership Team and senior financial officers. A refreshed CoBC and an enhanced training module was launched during 2021 and in 2022 both the CoBC and the training module were further updated to reflect the Company's refreshed values. An electronic copy of the CoBC is available on our website, www.crh.com. Amendments to, or waivers of the provisions of, the CoBC, if any, made with respect to any of our Directors and executive officers will be posted on our website.

CRH's Internal Audit function works side-by-side with Legal and Compliance in monitoring compliance with the CoBC and supporting policies, and in providing an integrated approach to assurance. This cross-functional collaboration supports CRH's goal: to ensure CRH leads with integrity.

CRH Hotline

CRH has a Speak Up Policy which is available on www.crh.com in 22 languages. To provide guidance to reporters on our Speak Up channels and processes, Speak Up FAQs are also available to all employees in 22 languages. CRH engages an external service provider to administer an independent 24/7 multi-lingual confidential “Hotline” facility that allows reporters to make an anonymous report. CRH is committed to supporting all persons, including current, former and potential employees, customers, independent contractors, suppliers and/or other external stakeholders to raise good faith concerns that may be relevant to the CoBC, inappropriate or illegal behavior or violations of any CRH policies or local laws. Our Speak Up Policy outlines CRH’s commitment to providing various ways to speak up, handling those reports appropriately and confidentially and treating all reporters with fairness and respect to ensure they are comfortable when speaking up. All concerns are handled discreetly and are professionally investigated with appropriate actions taken based on investigation findings. CRH is committed to creating an atmosphere where employees feel empowered and feel comfortable to speak up when they have good faith concerns. The Policy also affirms our zero-tolerance approach to retaliation or any form of penalization for reporting good faith concerns pursuant to the Speak Up Policy. Both the Audit Committee and the SESR Committee receive regular updates from management on the key insights gained from the assessment of issues being raised on the Hotline as well as the responses to, and actions taken as a consequence of, issues being reported.

Shareholder Communications with the Board

Shareholders or interested parties desiring to communicate directly with the Board or with any individual Director may do so in writing addressed to the intended recipient or recipients, c/o Company Secretary, CRH plc, 42 Fitzwilliam Square, Dublin 2, D02 R279, Ireland. The Office of the Company Secretary reviews all such communications and refers relevant correspondence directly to a Director or the Board following discussion with the Chairman, as appropriate.

CRH Form 10-K/A 17

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