Expert committees

The following expert committees exist:

Audit Committee (since 2002)

The Audit Committee assists and advises the Board of Directors in conducting its supervisory duties with respect to the internal control systems. It examines the reporting for the attention of the Board of Directors and evaluates the Group’s external and internal audit procedures, reviews the risk management systems of the Group, and assesses financing issues.

Composition of the Audit Committee

1

Until April 29, 2014.

Alexander Gut

Chairman

Beat Hess

Member

Andreas von Planta

Member1

Dieter Spälti

Member

All members are independent according to the definition of the Swiss Code of Best Practice for Corporate Governance, in order to ensure the necessary degree of objectivity required for an Audit Committee.

In 2014, four regular meetings of the Audit Committee were held. All regular meetings were held with all members of the committee present. Three meetings were also attended by the auditors. At all four meetings, the Head of Group Internal Audit and the Chief Legal & Compliance Officer were present for certain agenda topics. Furthermore, the Chairman of the Board of Directors, the CEO, and the CFO attended the meetings of the Audit Committee as guests. The average duration of each meeting was 4.75 hours.

In 2014, the committee reviewed in particular the financial reporting of the Group, the releases of the quarterly results and the findings of the external auditors, took note of the status of the ICS (internal control system), discussed the findings of the Group Internal Audit, dealt with compliance and internal directives, and evaluated financing issues. The committee has also evaluated the performance of the external auditors. The Audit Committee’s Charter is available at www.holcim.com/corporate_governance.

Nomination & Compensation Committee (since 2002)

The Nomination & Compensation Committee supports the Board of Directors in planning and preparing succession at the Board of Directors and senior management level. It monitors developments with regard to compensation for the Board of Directors and senior management, and briefs the Board of Directors accordingly. The committee decides on the individual compensation paid to the Executive Committee, and on the CEO’s targets and performance assessment, and informs the Board of Directors as a whole of the decisions taken.

Composition of the Nomination & Compensation Committee

1

Chairman as of April 29, 2014.

2

Until April 29, 2014.

3

As of April 29, 2014.

Adrian Loader

Chairman1

Erich Hunziker

Chairman2

Wolfgang Reitzle

Member

Thomas Schmidheiny

Member

Hanne B. Sørensen

Member3

In 2014, the Nomination & Compensation Committee held three regular meetings and one additional meeting. All of the regular meetings were attended by all members of the committee. The meetings were also attended by the CEO as a guest, insofar as he was not himself affected by the items on the agenda. The average duration of each meeting was three hours.

The Charter of the Nomination & Compensation Committee may be found at www.holcim.com/corporate_governance. More details on the activities of the Nomination & Compensation Committee, in particular with regard to the process of determination of compensation, can be found in the remuneration report.

Governance & Strategy Committee (since 2013)

The Governance & Strategy Committee supports the Board of Directors in all strategy related matters and in all governance related matters insofar as these governance related matters do not fall in the fields of tasks and responsibilities of either the Audit Committee or the Nomination & Compensation Committee. It monitors developments with regard to strategic and governance related matters and briefs the Board of Directors accordingly. The committee deals with any matters within the Board of Director’s authority, which are urgent and may arise between scheduled ordinary Board of Directors meetings, including the authorization to take preliminary action on behalf of the Board, followed by adequate information of the Board of Directors.

Composition of the Governance & Strategy Committee

1

Ex officio as Chairman of the Board of Directors.

2

Until April 29, 2014.

3

As of April 29, 2014.

Wolfgang Reitzle

Chairman1

Rolf Soiron

Chairman2

Beat Hess

Member

Erich Hunziker

Member2

Dieter Spälti

Member

Anne Wade

Member3

In 2014, the Governance & Strategy Committee held three regular and ten additional meetings. All of the regular meetings were attended by all members of the committee. The meetings were also attended by the CEO as a guest, insofar as he was not himself affected by the items on the agenda. The average duration of each regular meeting was 2.0 hours.

The Charter of the Governance & Strategy Committee may be found at www.holcim.com/corporate_governance.