Page 36 - Martin Marietta - 2021 Proxy Statement

CORPORATE GOVERNANCE PHILOSOPHY / CORPORATE GOVERNANCE MATTERS

Does the Board have a Lead Independent Director?
In deciding that a combined Chairman and Chief Executive Officer position is the appropriate leadership structure for the
Company at this time, the Nominating and Corporate Governance Committee and Board also recognized the benefit of
independent leadership to enhance the effectiveness of the Board’s oversight role and communications between the Board
and Mr. Nye. Accordingly, in November 2014, our Corporate Governance Guidelines were revised to provide that in the
event the Chairman and Chief Executive Officer positions are held by one person, our independent Directors may
designate a Lead Independent Director from among the independent Directors. The designation of the Lead Independent
Director is to be made annually, with the expectation of the Board that the Lead Independent Director will be re-appointed
for multiple, consecutive one-year terms. John J. Koraleski currently serves as the Lead Independent Director.

The responsibilities of the Lead Independent Director include:
• Presiding at Board meetings when the Chairman is not present.
• Presiding at executive sessions of the independent Directors, and meeting separately with the Chairman after executive
sessions to review the matters discussed during the executive sessions.
• Acting as a liaison between the Chairman and the independent Directors.
• Suggesting to the Chairman agenda items for Board meetings and consulting with the Chairman regarding Board
meeting schedules.
• Calling, where necessary, executive sessions of independent Directors.
• Being available to meet with shareholders and other key constituents.
• Acting as a resource for, and counsel to, the Chairman.
• In addition, the Lead Independent Director attends and meets with shareholders at Company-sponsored Investor Days.

What is the Board’s role in risk oversight?
Our Board currently has ten independent members and only one non-independent member, Mr. Nye. A number of our
independent Board members are serving or have served as members of senior management of other public companies,
have served as directors of other public companies, and otherwise have experience and/or educational backgrounds that
we believe qualify them to effectively assess risk. Each of our Board Committees, including our Audit, Management
Development and Compensation, and Nominating and Corporate Governance Committees, are comprised solely of
independent Directors, each with a different independent Director serving as Chair of the Committee (other than the
Executive Committee, which does not meet on a regular basis).

The Board has overall responsibility for oversight of risk management. The Board believes that an effective risk
management system will (1) timely identify the material risks that Martin Marietta faces, (2) communicate necessary
information with respect to material risks to senior executives and, as appropriate, to the Board or relevant Board
Committee, (3) determine whether the risk is excessive or appropriate under the circumstances and designed to achieve a
legitimate corporate goal, (4) implement risk management responses consistent with Martin Marietta’s risk profile, and
(5) integrate risk management into Martin Marietta’s decision-making.

The Board delegates certain responsibilities to the Committees to assist in fulfilling its risk oversight responsibilities. Each of
the Committees reports regularly to the full Board of Directors as to actions taken and topics discussed. In addition, the
Board regularly reviews with management the most significant risks facing Martin Marietta, the probabilities of those risks
occurring, the steps taken to mitigate any impact of risks, and management’s general risk management strategy. In
addition, the Board encourages management to promote a corporate culture that incorporates risk management into
Martin Marietta’s day-to-day operations.

The Board has designated the Audit Committee to take the lead in overseeing risks related to financial reporting, financial
statements, internal control environment, internal audit, independent audit, cybersecurity, and accounting processes. The
Finance Committee evaluates risks associated with Martin Marietta’s capital structure, including credit and liquidity risks.
The Management Development and Compensation Committee oversees aspects of risk related to the annual performance

MARTIN MARIETTA 31