Page 47 - Martin Marietta - 2024 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 2023 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 2023 Annual Report on Form 10-K for filing with the SEC.

        February 12, 2024

                                                        AUDIT COMMITTEE

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




















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