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Expert Corporate Governance Service (ECGS)
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CRH - AGM 26 April 2019

Item 4: Approve the Remuneration Policy

Last year, the remuneration report was only approved by 57.7% of shareholders.  The Company states that they have engaged with shareholders about the new policy, which is submitted for approval. As it is not incorporated in the UK, the Company is not required by law to seek such approval.

The changes proposed to the Remuneration Policy strengthen the alignment between pay and performance.  However, there are concerns over the structure of remuneration.  The bonus exceeds guidelines and total incentive pay is potentially excessive.  There are excessive pension contributions and accelerated vesting with change in control.  We recommend shareholders oppose.

 Item 8: Re-appoint the auditors

The auditor's tenure exceeds our tenure limit of 10 years.  The external audit firm was first appointed in 1988. A tender for the audit role was most recently undertaken in 2018, which resulted in Deloitte being chosen as E&Yns successor, which is to be approved by shareholders at the 2020 AGM.  We recommend shareholders vote in favor.

Underlying
CRH PLC

CRH is a diversified international building materials company. Co. is engaged in the manufacture and distribution of a range of building materials products from the fundamentals of heavy materials and elements to construct the frame, through value-added products that complete the building envelope, to distribution channels which service construction fit-out and renewal. Co. operates seven operating segments: Europe Heavyside, Europe Lightside, Europe Distribution, Americas Materials, Americas Products, Americas Distribution and Asia.

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Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Analysts
Expert Corporate Governance Service (ECGS)

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