Page 39 - Martin Marietta - 2021 Proxy Statement

CORPORATE GOVERNANCE MATTERS / CORPORATE GOVERNANCE PHILOSOPHY

Any waivers of the Code of Ethical Business Conduct for Directors and executive officers may be made only by Martin
Marietta’s Board of Directors or any Committee to which it delegates that authority. Any waivers for Directors and
executive officers and any amendments to the Code of Ethical Business Conduct will be promptly disclosed on our website,
www.martinmarietta.com.

In assessing the independence of its members, the Board considers any interests a director may have in any transactions in
which Martin Marietta participates. The Board also considers other entities with which the Directors are affiliated and any
business Martin Marietta has done with such entities.

Proposal 2: Independent Auditors

The Audit Committee has appointed PricewaterhouseCoopers LLP (PwC), an independent registered public accounting
firm, to audit the consolidated financial statements of Martin Marietta and the effectiveness of Martin Marietta’s internal
control over financial reporting for the 2021 fiscal year and the Board of Directors recommends that the shareholders ratify
this appointment. The ratification of the appointment of PwC is being submitted to the shareholders because the Board of
Directors believes this to be good corporate practice. Should the shareholders fail to ratify this appointment, the Audit
Committee will review the matter and determine, in its sole discretion, whether PwC or another independent registered
public accounting firm should be retained.

PwC served as Martin Marietta’s independent auditors for 2020 and audited the consolidated financial statements of
Martin Marietta for the year ended December 31, 2020 and the effectiveness of Martin Marietta’s internal control over
financial reporting as of December 31, 2020. In connection with the audit of Martin Marietta’s 2020 consolidated financial
statements, Martin Marietta entered into an engagement letter with PwC that sets forth the terms by which PwC would
perform audit services for Martin Marietta.

The Audit Committee is solely responsible for retaining or terminating Martin Marietta’s independent auditors.
Representatives of PwC are expected to attend the Annual Meeting, will have the opportunity to make a statement if they
so desire, and will be available to respond to questions from shareholders.

The Board Unanimously Recommends a Vote “FOR” on this Proposal 2

Summary of Fees
The following table summarizes the aggregate of fees billed for professional services rendered to Martin Marietta by PwC
in 2020 and 2019.
2020 2019
Audit Fees 1 $2,667,000 $2,819,000
Audit-Related Fees 2 100,000 100,000
Tax Fees – –
All Other Fees 3 3,000 3,000
TOTAL $2,770,000 $2,922,000
Percentage of Audit & Audit-Related Fees to Total Fees 99.9% 99.9%

1 Services in connection with the annual consolidated financial statement audit, the annual internal controls audit, and reviews of the
consolidated financial statements included in the quarterly reports.
2 Services in connection with audit-related services, including agreed-upon procedures reports and subsidiary audits.
3 Other fees include license fees for technical accounting software. In 2020, services also included a comfort letter and consent related
to a debt offering.

34 2021 PROXY STATEMENT