Page 34 - Proxy Statement - 2020

Corporate Governance Matters / Corporate Governance Philosophy

Do the Board Committees have charters? How can Marietta’s Code of Ethical Business Conduct. Martin Marietta
shareholders obtain them? considers that any transaction in which Martin Marietta
Martin Marietta’s Board of Directors has adopted written participates and in which any related person of Martin Marietta
charters meeting the requirements of the NYSE for the Audit has a direct or indirect material interest will be subject to review,
Committee, Management Development and Compensation approval or ratification, as appropriate under the circumstances,
Committee, and Nominating and Corporate Governance by Martin Marietta under the standards enumerated in Martin
Committee. These charters address the purposes and Marietta’s Code of Ethical Business Conduct. If a proposed
responsibilities of each Committee, as described above, and transaction is one in which a Director of Martin Marietta has an
provide for an annual performance evaluation of each actual or potential conflict of interest, it will be subject to review
Committee. Copies of these charters, and the charters of the by the Chairman of the Board of Directors and the Chairman of
other Committees of the Board, are posted on Martin Marietta’s the Nominating and Corporate Governance Committee.
website at ir.martinmarietta.com/investor-relations/corporate-
governance, along with copies of Martin Marietta’s Corporate Any waivers of the Code of Ethical Business Conduct for
Governance Guidelines, Code of Ethical Business Conduct, and Directors and executive officers may be made only by Martin
Guidelines for Director’s Independence. Marietta’s Board of Directors or any Committee to which it
delegates that authority. Any waivers for Directors and executive
How are transactions with persons related to Martin officers and any amendments to the Code of Ethical Business
Marietta reviewed? Conduct will be promptly disclosed on our website,
The SEC requires Martin Marietta to disclose in this proxy www.martinmarietta.com.
statement certain transactions in which Martin Marietta
participates and in which certain persons considered “related In assessing the independence of its members, the Board
persons” of Martin Marietta have a direct or indirect material considers any interests a director may have in any transactions in
interest. These “related persons” would include the Directors which Martin Marietta participates. The Board also considers
and executive officers of Martin Marietta, nominees for Director, other entities with which the Directors are affiliated and any
certain control persons, and their immediate family members. business Martin Marietta has done with such entities.
Since January 1, 2019, there have been no such transactions.

Each Director, executive officer, and nominee for Director of
Martin Marietta receives and agrees to abide by Martin

30 2020 PROXY STATEMENT