Page 112 - Martin Marietta - 2023 Proxy Statement

STATEMENT OF RESPONSIBILITY AND MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Statement of Responsibility and Management’s Report on Internal Control over Financial
Reporting

Management’s Statement of Responsibility
The management of Martin Marietta Materials, Inc. (the Company or Martin Marietta) is responsible for the consolidated
financial statements, the related financial information contained in this Form 10‐Kand theestablishment and maintenance of
adequate internal control over financial reporting. The consolidated balance sheets for Martin Marietta, at December 31, 2022
and 2021, and the related consolidated statements of earnings, comprehensive earnings, total equity and cash flows for each
of the three years in the period ended December 31, 2022, include amounts based on estimates and judgments and have been
prepared in accordance with accounting principles generally accepted in the United States applied on a consistent basis.
A system of internal control over financial reporting is designed to provide reasonable assurance, in a cost‐effective manner,
that assets are safeguarded, transactions are executed and recorded in accordance with management’s authorization,
accountability for assets is maintained and financial statements are prepared and presented fairly in accordance with
accounting principles generally accepted in the United States. Internal control systems over financial reporting have inherent
limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement preparation and presentation.

The Company operates in an environment that establishes an appropriate system of internal control over financial reporting
and ensures that the system is maintained, assessed and monitored on a periodic basis. This internal control system includes
examinations by internal audit staff and oversight by the Audit Committee of the Board of Directors.
The Company’s management recognizes its responsibility to foster a strong ethical climate. Management has issued written
policy statements that document the Company’s business code of ethics. The importance of ethical behavior is regularly
communicated to all employees through the distribution of the Code of Ethical Business Conduct and through ongoing
education and review programs designed to create a strong commitment to ethicalbusiness practices.
The Audit Committee of the Board of Directors, which consists of four independent, nonemployee directors, meets periodically
and separately with management, the independent auditors and the internal auditors to review the activities of each. The Audit
Committee meets standards established by the Securities and Exchange Commission (SEC) and the New York Stock Exchange
as they relate to the composition and practices of audit committees.

Management’s Report on Internal Control over Financial Reporting
The management of Martin Marietta is responsible for establishing and maintaining adequate internal control over financial
reporting.Management assessed the effectiveness of the Company’s internal control over financial reporting as of December
31, 2022. In making this assessment, management used the criteria set forth in Internal Control—Integrated Framework issued
bythe Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on management’s
assessment under the 2013 framework, management concluded that the Company’s internal control over financial reporting
was effective as of December 31, 2022.

The consolidated financial statements of the Company as of December 31, 2022 and 2021, and for each of the three years in
the period ended December 31, 2022, and the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2022, have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm,
whose report appears on the following pages.

C.Howard Nye, Chairman, President and Chief Executive Officer James A. J. Nickolas, Senior Vice President and Chief Financial Officer

February 24, 2023

Page 8 ♦ Annual Report