Page 45 - Martin Marietta - 2023 Proxy Statement
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/ AUDIT COMMITTEE REPORT



           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 2022 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 2022 Annual Report on Form 10-K for filing with the SEC.


           February 9, 2023
                                                           AUDIT COMMITTEE


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




















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