Page 111 - Martin Marietta - 2024 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 forthe consolidated
financial statements, the related financial information contained in this Form 10‐K and the establishment and maintenance of
adequate internal control overfinancial reporting. The consolidated balance sheets for Martin Marietta, at December 31, 2023
and 2022, and the related consolidated statements of earnings, comprehensive earnings, total equity and cash flows for each
ofthe three years in the period ended December 31, 2023, 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 overfinancial 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 overfinancial 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 overfinancial 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 bythe Audit Committee ofthe 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 ofthe Code of Ethical Business Conduct and through ongoing
education and review programs designed to create a strong commitment to ethical business practices.
The Audit Committee ofthe Board of Directors, which consists offour independent, nonemployee directors, meets periodically
and separately with management,the independent auditors and the internal auditors to reviewthe 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 overfinancial
reporting. Management assessed the effectiveness ofthe Company’s internal control overfinancial reporting as of
December 31, 2023. In making this assessment, management used the criteria set forth in Internal Control—Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations ofthe Treadway Commission (2013 framework).
Based on management’s assessment underthe 2013 framework, management concluded that the Company’s internal control
overfinancial reporting was effective as of December 31, 2023.

The consolidated financial statements ofthe Company as of December 31, 2023 and 2022, and for each ofthe three years in
the period ended December 31, 2023, and the effectiveness ofthe Company’s internal control overfinancial reporting as of
December 31, 2023, have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm,
whose report appears on the following pages.

f
C. Howard Nye, Chairman, President and Chief Executive Offif cer James A. J. Nickolas, Executive Vice President and Chief Financial
f
f
Officer
February 23, 2024

2023 Annual Report ♦ Page 9