Page 12 - Martin Marietta - 2023 Proxy Statement

PROXY /

BOARD OF DIRECTORS

Responsible for risk oversight at the Company

Oversight of Designated Risks

BOARD COMMITTEES
Assist the Board in fulfilling its risk oversight
responsibilities. Each Committee regularly reports on
these matters to the full Board.

Management
Ethics, Environment, Nominating and
Audit Development and Finance
Committee Safety and Compensation Corporate Committee
Health Committee Governance Committee
Committee
Leads in oversight Monitors risks for Oversees aspects of Oversees aspects of Evaluates risks
of risks related the Company in risk related to the risk related to associated with
financial reporting, key areas of Martin annual performance the composition of the Martin Marietta’s
Board and its
evaluation of our Chief
financial statements, Marietta’s sustainability succession planning and performance and best capital structure, External Advisors
Executive Officer,
Committees, Board
program, including
internal control
including
PROXY HIGHLIGHTS audit, cybersecurity and climate change, ensuring that executive corporate governance. liquidity risks
health, safety,
credit and
environment, internal
audit, independent
practices in
the environment
compensation is
and accounting
as well as the
appropriate to meet
processes.
Martin Marietta’s
Company’s ethics
objectives. Provides
program.
oversight of
human capital
management risks.
Reporting Oversight and Advice
Management
While the Board oversees Martin Marietta’s risk
management, the executive officers are responsible
for the day-to-day risk management processes. We
believe this division of responsibilities is the most
effective approach for addressing the risks facing
our Company and is appropriate whether the
positions of Chairman and Chief Executive Officer
are separate or held by the same
individual.
Cybersecurity Risk Management
Our Cybersecurity strategy is overseen by the Audit Committee of our Board of Directors and directed by our Chief
Information Officer. Senior management briefs the Audit Committee regarding cybersecurity at least four times per
year, and reports to the Board on a regular basis. We provide cybersecurity training to employees on a regular basis;
starting in 2023, we will do so on at least an annual basis. Our auditors perform IT general controls testing in
connection with their audit compliance work, and we commission recognized external partners in top information
security standards to perform penetration testing at least every two years. We believe these audits are an important part
of our cybersecurity risk management program.

6 2023 PROXY STATEMENT