Page 18 - Proxy Statement - 2020

The Board of Directors / Board Committees

The Executive Committee held no meetings during 2019. It except to the extent such powers are by statute, our Articles of
has the authority to act during the intervals between the Incorporation or Bylaws reserved to the full Board. The Executive
meetings of the Board of Directors and may exercise the powers Committee’s current members are Directors Nye (Chair),
of the Board in the management of the business and affairs of Koraleski, and Quillen.
Martin Marietta as may be authorized by the Board of Directors,

The primary responsibilities, membership and meeting information for our other standing Committees are summarized
below.

AUDIT COMMITTEE

Current Members:
Laree E. Perez (Chair) Meetings in 2019: Average Attendance in 2019:
Dorothy M. Ables 7 100%
John J. Koraleski
Primary Responsibilities:
• Reviews our significant accounting principles, policies and practices in reporting our financial results under generally accepted accounting principles.
• Reviews our annual audited financial statements and related disclosures.
• Reviews management letters or internal control reports, and reviews our system of internal control over financial reporting.
• Appoints, retains and oversees the work of the independent auditors.
• Reviews the effectiveness of the independent audit effort.
• Pre-approves audit and permissible non-audit services provided by the independent registered public accounting firm.
• Reviews our interim financial results for each fiscal quarter.
• Reviews the qualifications and the plan and scope of work of the corporate internal audit function.
• Reviews and discusses the reports of our internal audit group.
• Reviews and discusses management’s assessment of the effectiveness of Martin Marietta’s system of internal control over financial reporting.
• Discusses Martin Marietta’s earnings press releases, as well as financial information and earnings guidance provided to analysts, investors and rating
agencies.
• Discusses matters related to risk assessment and risk management and how the process is handled by management.
• Reviews and oversees related party transactions.
• Reviews complaints regarding accounting, internal controls or auditing matters.
• Considers allegations of possible financial fraud or other financial improprieties.
• Reviews annually the adequacy of the Committee charter and recommends proposed changes to the Board.
• Prepares the annual Audit Committee Report to be included in the proxy statement.
Other Governance Matters:
All members of the Audit Committee, including the Chair, are audit committee financial experts under applicable SEC regulations.
The Chair of the Audit Committee is an independent Director.
The Chair of the Audit Committee has experience serving as a Chair and member of other public company audit committees.
All members satisfy the audit committee experience and independence standards required by the New York Stock Exchange (NYSE).

14 2020 PROXY STATEMENT