10-K/APeriod: FY2023

CRH PUBLIC LTD CO Annual Report (Amendment), Year Ended Dec 31, 2023

Filed March 15, 2024For Securities:CRH

Summary

CRH Public Ltd Co filed an annual report amendment (10-K/A) on March 14, 2024, for the period ending December 30, 2023. The filing primarily details corporate governance, executive compensation, and director information. A significant theme is CRH's transition to a primary listing on the NYSE, which influences its reporting and governance practices, moving towards U.S. domestic issuer standards. The report highlights the robust governance framework CRH has in place, emphasizing Board composition, diversity, and shareholder engagement. It details the roles and responsibilities of various Board committees, including Audit, Compensation, and Nomination & Corporate Governance, showcasing their active oversight throughout 2023. Executive compensation is significantly performance-based, with a strong emphasis on aligning executive interests with long-term shareholder value through various incentive plans and stock ownership guidelines.

Financial Statements
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Key Highlights

  • 1CRH completed its transition to a primary listing on the NYSE in 2023, aligning its governance and compensation practices more closely with U.S. standards.
  • 2The company maintains a strong corporate governance structure with independent directors and active Board committees overseeing key areas like finance, audit, compensation, and sustainability.
  • 3Executive compensation is heavily weighted towards performance-based incentives, including annual bonuses and long-term Performance Share Plan (PSP) awards tied to financial metrics like EPS, Cash Flow, RONA, and Total Shareholder Return (TSR).
  • 4In 2023, Executive Directors Albert Manifold and Jim Mintern achieved strong performance, with their annual bonuses capped at 90% of the maximum due to economic conditions, and their 2021 PSP awards vesting at 100% due to strong company performance.
  • 5Shareholder engagement is a priority, with significant engagement on corporate governance, strategy, capital allocation, and sustainability matters.
  • 6The company is committed to sustainability, with an industry-leading target of a 30% reduction in absolute carbon emissions by 2030 and investments in innovative technologies.
  • 7CRH has robust stock ownership guidelines for its executive directors and policies against hedging and pledging of company shares to further align interests with shareholders.

Frequently Asked Questions

The transition to a primary listing on the NYSE marks a significant strategic shift for CRH. It aims to enhance its visibility and accessibility to U.S. investors, potentially improving liquidity and broadening its investor base. This transition also necessitates aligning its corporate governance, executive compensation, and reporting practices more closely with U.S. domestic issuer standards.

CRH's executive compensation is designed to be performance-driven. A substantial portion of compensation is variable and 'at-risk,' linked to key business goals through an Annual Bonus Plan and a long-term Performance Share Plan (PSP). These plans utilize metrics such as Earnings Per Share (EPS), Cash Flow, Return on Net Assets (RONA), and Total Shareholder Return (TSR), ensuring alignment with shareholder value creation and the company's strategic objectives.

CRH emphasizes strong corporate governance through an independent Board of Directors, which oversees a well-structured committee system (Audit, Compensation, Nomination & Corporate Governance, Safety, Environment & Social Responsibility). The company also prioritizes shareholder engagement, maintains a Code of Business Conduct, has a confidential 'Hotline' for reporting concerns, and is committed to diversity and sustainability initiatives.

CRH is committed to sustainability, with an ambition to become a net-zero business by 2050 and an industry-leading target for a 30% reduction in absolute carbon emissions by 2030. The company is investing in innovative technologies and sustainable solutions, and its sustainability efforts, including climate-related risks and diversity programs, are monitored by the Safety, Environment & Social Responsibility Committee.