Page 32 - Proxy Statement - 2020

Corporate Governance Matters / Corporate Governance Philosophy

Does the Board have a Lead Independent Director? The Board has overall responsibility for oversight of risk
In deciding that a combined Chairman and Chief Executive management. The Board believes that an effective risk
Officer position is the appropriate leadership structure for the management system will (1) timely identify the material risks
Company at this time, the Nominating and Corporate that Martin Marietta faces, (2) communicate necessary
Governance Committee and Board also recognized the benefit information with respect to material risks to senior executives
of independent leadership to enhance the effectiveness of the and, as appropriate, to the Board or relevant Board Committee,
Board’s oversight role and communications between the Board (3) determine whether the risk is excessive or appropriate under
and Mr. Nye. Accordingly, in November 2014, our Corporate the circumstances and designed to achieve a legitimate
Governance Guidelines were revised to provide that in the event corporate goal, (4) implement risk management responses
the Chairman and Chief Executive Officer positions are held by consistent with Martin Marietta’s risk profile, and (5) integrate
one person, our independent Directors may designate a Lead risk management into Martin Marietta’s decision-making.
Independent Director from among the independent Directors.
The designation of the Lead Independent Director is to be made The Board delegates certain responsibilities to Board Committees
annually, although with the expectation of the Board that the to assist in fulfilling its risk oversight responsibilities. Each of the
Lead Independent Director will be re-appointed for multiple, Committees reports regularly to the full Board of Directors as to
consecutive one-year terms. Michael J. Quillen currently serves as actions taken and topics discussed. In addition, the Board
the Lead Independent Director. regularly reviews with management the most significant risks
facing Martin Marietta, the probabilities of those risks occurring,
The responsibilities of the Lead Independent Director include: the steps taken to mitigate any impact of risks, and
management’s general risk management strategy. In addition,
• Presiding at Board meetings when the Chairman is not
the Board encourages management to promote a corporate
present.
culture that incorporates risk management into Martin
• Presiding at executive sessions of the independent Directors,
Marietta’s day-to-day operations.
with or without the attendance of the Chairman, and
meeting separately with the Chairman after executive The Board has designated the Audit Committee to take the lead
sessions to review the matters discussed during the in overseeing risks related to financial reporting, financial
executive sessions. statements, internal control environment, internal audit,
• Acting as a liaison between the Chairman and the independent audit, cybersecurity, and accounting processes. The
independent Directors. Finance Committee evaluates risks associated with Martin
Marietta’s capital structure, including credit and liquidity risks.
• Suggesting to the Chairman agenda items for Board
The Management Development and Compensation Committee
meetings and consulting with the Chairman regarding
oversees aspects of risk related to the annual performance
Board meeting schedules.
evaluation of our Chief Executive Officer, succession planning
• Calling, where necessary, meetings of independent and ensuring that executive compensation is appropriate to
Directors and executive sessions. meet Martin Marietta’s objectives. That Committee’s assessment
• Being available to meet with shareholders and other key of the design features of our executive compensation program
constituents. that reduce the risk of excessive risk-taking are discussed in the
Compensation Discussion and Analysis on page 53. The
• Acting as a resource for, and counsel to, the Chairman.
Nominating and Corporate Governance Committee oversees
aspects of risk related to the composition of the Board and its
In addition, the Lead Independent Director attends and meets
Committees, Board performance and best practices in corporate
with shareholders at Company-sponsored Investor Days.
governance. The Ethics, Environment, Safety and Health
What is the Board’s role in risk oversight? Committee monitors risks for the Company in key areas of
Our Board currently has nine independent members and only Martin Marietta’s sustainability program, including health,
one non-independent member, Mr. Nye. A number of our safety, and the environment as well as the Company’s ethics
independent Board members are serving or have served as program.
members of senior management of other public companies,
While the Board oversees Martin Marietta’s risk management,
have served as directors of other public companies, and
the executive officers are responsible for the day-to-day risk
otherwise have experience and/or educational backgrounds that
management processes. We believe this division of
we believe qualify them to effectively assess risk. Each of our
responsibilities is the most effective approach for addressing the
Board Committees, including our key Committees of Audit,
risks facing our Company and is appropriate whether the
Management Development and Compensation, and Nominating
positions of Chairman and Chief Executive Officer are separate
and Corporate Governance Committees, are comprised solely of
or held by the same individual.
independent Directors, each with a different independent
Director serving as Chair of the Committee (other than the
Executive Committee, which does not meet on a regular basis).
28 2020 PROXY STATEMENT