Page 43 - Martin Marietta - 2023 Proxy Statement

/ PROPOSAL 2: INDEPENDENT AUDITORS

In evaluating any potential candidate, the Nominating and Corporate Governance Committee considers the extent to
which the candidate has the personal characteristics and core competencies outlined in the Guidelines for Potential New
Board Members adopted by the Committee, and takes into account all other factors it considers appropriate. A copy of
these Guidelines is attached to this Proxy Statement as Appendix A.

Do the Board Committees have charters? How can shareholders obtain them?

Martin Marietta’s Board of Directors has adopted written charters meeting the requirements of the NYSE for the Audit
Committee, Management Development and Compensation Committee, and Nominating and Corporate Governance
Committee. These charters address the purposes and responsibilities of each Committee, as described above, and provide
for an annual performance evaluation of each Committee. Copies of these charters, and the charters of the other
Committees of the Board, are posted on Martin Marietta’s website at https://ir.martinmarietta.com/corporate-governance/
governance-documents-and-charters, along with copies of Martin Marietta’s Corporate Governance Guidelines, Code of
Ethical Business Conduct, and Guidelines for Director’s Independence.

How are transactions with persons related to Martin Marietta reviewed?
The SEC requires Martin Marietta to disclose in this Proxy Statement certain transactions in which Martin Marietta
participates and in which certain persons considered “related persons” of Martin Marietta have a direct or indirect material
interest. These “related persons” would include the Directors and executive officers of Martin Marietta, nominees for
Director, certain control persons, and their immediate family members. Since January 1, 2022, there have been no such
transactions.

Each Director, executive officer, and nominee for Director of Martin Marietta receives and agrees to abide by Martin
Marietta’s Code of Ethical Business Conduct. Martin Marietta considers that any transaction in which Martin Marietta
participates and in which any related person of Martin Marietta has a direct or indirect material interest will be subject to
review, approval or ratification, as appropriate under the circumstances, by Martin Marietta under the standards
enumerated in Martin Marietta’s Code of Ethical Business Conduct. If a proposed transaction is one in which a Director of
Martin Marietta has an actual or potential conflict of interest, it will be subject to review by the Chairman of the Board of
Directors and the Chairman of the Nominating and Corporate Governance Committee.

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 2023 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.

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