Page 40 - Martin Marietta - 2021 Proxy Statement

CORPORATE GOVERNANCE PHILOSOPHY / CORPORATE GOVERNANCE MATTERS

Pre-Approval Policies and Procedures
The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax services, and
other services performed by its independent auditor. The policy provides for pre-approval by the Audit Committee of
specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect
to that year, the Audit Committee must approve the permitted service before the independent auditor is engaged to
perform it. The Audit Committee has delegated to the Chair of the Audit Committee authority to approve permitted
services, provided that the Chair reports any decision to the Committee at its next scheduled meeting.
Audit Committee Review
In connection with the Audit Committee’s review of services rendered and fees billed by the independent auditor, the
Audit Committee has considered whether the provision of the non-audit related services described above is compatible
with maintaining the independent auditors’ independence and has concluded that the provision of these services did not
compromise such independence.

Audit Committee Report

The Audit Committee operates under a written charter adopted by the Board of Directors, which is reassessed at least
annually for adequacy by the Audit Committee. The Directors who serve on the Audit Committee have no financial or
personal ties to Martin Marietta (other than Director compensation and equity ownership as described in this Proxy
Statement) and are all “independent” for purposes of the SEC’s regulations, the NYSE listing standards, and the Guidelines
for Director’s Independence adopted by the Board of Directors. The Board of Directors has determined that none of the
Audit Committee members has a relationship with Martin Marietta that may interfere with the Director’s independence
from Martin Marietta and its management. Copies of the Audit Committee’s charter and Martin Marietta’s Guidelines for
Director’s Independence can be viewed on Martin Marietta’s website at https://ir.martinmarietta.com/corporate-
governance/governance-documents-and-charters.
The Board of Directors has charged the Audit Committee with a number of responsibilities, including review of the
adequacy of Martin Marietta’s financial reporting, accounting systems, and internal controls. Martin Marietta’s
independent auditors and the vice president of the internal audit function report directly and are ultimately accountable to
the Audit Committee.
In the discharge of its responsibilities, the Audit Committee has reviewed and discussed with management and the
independent auditors Martin Marietta’s audited consolidated financial statements for fiscal year 2020 and has discussed
with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company
Accounting Oversight Board (PCAOB), the SEC and the NYSE. In addition, the Committee has discussed with the
independent auditors matters such as the quality (in addition to acceptability), clarity, consistency, and completeness of
Martin Marietta’s financial reporting, as required by Auditing Standard No. 1301, Communications with Audit
Committees, as adopted by the PCAOB).

The Audit Committee has received from the independent auditors written disclosures and a letter concerning the
independent auditors’ independence from Martin Marietta, as required by the PCAOB in Rule 3526, Communication with
Audit Committees Concerning Independence, and has discussed with the independent auditors the independent auditors’
independence. These disclosures have been reviewed by the Committee and discussed with the independent auditors.

Based on these reviews and discussions, the Audit Committee has recommended to the Board of Directors that the
audited financial statements be included in Martin Marietta’s 2020 Annual Report on Form 10-K for filing with the SEC.

February 17, 2021
AUDIT COMMITTEE

Laree E. Perez, Chair
Dorothy M. Ables
John J. Koraleski
David C. Wajsgras

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