Page 19 - Proxy Statement - 2020

Board Committees / The Board of Directors

ETHICS, ENVIRONMENT, SAFETY AND HEALTH COMMITTEE

Current Members:
Smith W. Davis (Chair) Meetings in 2019: Average Attendance in 2019:
Sue W. Cole 2 100%
Laree E. Perez
Stephen P. Zelnak, Jr.
Primary Responsibilities:
• Monitors compliance with our Code of Ethical Business Conduct and reviews all matters presented to it by the Corporate Ethics Officer
concerning the ethical practices of Martin Marietta and its Directors, officers, and employees, including conflicts or potential conflicts of interest
between Martin Marietta and any of its Directors, officers, and employees.
• Reviews and discusses our sustainability efforts, goals and risks, and our annual Sustainability Report.
• Reviews and monitors the adequacy of our policies and procedures and organizational structure for ensuring compliance with environmental laws
and regulations.
• Reviews matters relating to our health and safety programs and performance.
• Reviews annually the adequacy of the Committee charter and recommends proposed changes to the Board.

FINANCE COMMITTEE
Current Members:
Stephen P. Zelnak, Jr. (Chair) Meetings in 2019: Average Attendance in 2019:
Michael J. Quillen 4 100%
Donald W. Slager
Primary Responsibilities:
• Provides general oversight relating to the management of our financial affairs.
• Reviews and approves establishment of lines of credit or other short-term borrowing arrangements and investing excess working capital funds on
a short-term basis.
• Reviews and makes recommendations to the Board concerning changes to capital structure, including the incurrence of long-term debt, issuance
of equity securities, share repurchases, and the payment of dividends, as well as capital expenditures.
• Approves our charitable contributions budget.
• Reviews annually the adequacy of the Committee charter and recommends proposed changes to the Board.

2020 PROXY STATEMENT 15