CRDA Croda International plc

Etude de l'AG du 26/04/2017

Item 3: Approve the remuneration report. The structure is generally acceptable, though there is concern with the possibility for accelerated vesting of the LTIP. Variable remuneration has the potential to be excessive, but was not during the year. However, the annual bonus only uses one performance metric and targets are not disclosed so it is unclear whether the bonus adequately aligns pay with performance.

Item 13: Re-appoint the auditors. PricewaterhouseCoopers LLP (PwC) has been the external auditors of the Group since 1970. The tenure of the auditors is extremely long, which clearly may undermine their independence.

The Board have acknowledged the requirements regarding regular rotation of the external auditors, and have stated their intention to conduct an audit tender process in 2017 to correspond with the timing of the audit partner rotation. Due to the tenure of PwC, they will not be invited to participate in the tender process.

58 pages

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Diversified, Basic Materials - United Kingdom
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