Page 30 - Proxy Statement - 2020

Corporate Governance Matters

Corporate Governance Philosophy

Martin Marietta has a culture dedicated to ethical business work environment, avoiding conflicts of interest, honoring the
behavior and responsible corporate activity, which we believe confidentiality of sensitive information, preservation and use of
promotes the long-term interests of shareholders. This Company assets, compliance with all laws, and operating with
commitment is reflected in our Corporate Governance integrity in all that we do. To implement the Code of Ethical
Guidelines, posted and available for public viewing on Martin Business Conduct, Board members, officers, and employees
Marietta’s website at https://ir.martinmarietta.com/corporate- participate regularly in ethics training. There have been no
governance, which set forth a flexible framework within which waivers from any provisions of our Code of Ethical Business
the Board, assisted by its Committees, directs the affairs of Conduct to any Board member or executive officer.
Martin Marietta. The Guidelines address, among other things,
the composition and functions of the Board of Directors, director In addition, the Board believes that accountability to
qualifications and independence, Chief Executive Officer shareholders is a hallmark of good governance and critical to
performance evaluation and management succession, Board Martin Marietta’s success. To that end, management regularly
Committees and the selection of new Directors. engages with shareholders on a variety of topics throughout the
year, including sustainability and governance, to ensure we are
Martin Marietta’s Code of Ethical Business Conduct has been in addressing their questions, thoughts and concerns, to seek input
place since the 1980s and is regularly updated. It applies to all and to provide perspective on Company policies and practices.
Board members, officers, and employees, providing our policies Feedback received during these discussions is shared with the
and expectations on a number of topics, including our Board and directly impacts deliberations on material topics. See
commitment to good citizenship, promoting a positive and safe discussion of our shareholder outreach on pages 6 and 35.

The chart below provides a snapshot of Martin Marietta’s governance highlights.

Regular
Majority Board and
voting for Committee
Directors self-
Regular
executive evaluations Code of
sessions of Ethical Business
independent Conduct
Directors
Eight out of nine Independent
director nominees are audit, compensation
non-employees and and governance
independent
Committees
Executive
compensation GOVERNANCE HIGHLIGHTS Long-standing
driven by pay-for- active shareholder
performance engagement

Risk
oversight
by full A confidential
Board and ethics hotline
Committees
Independent Lead
chair for key Independent
Committees Director

26 2020 PROXY STATEMENT