Page 36 - Proxy Statement - 2020

Audit Committee Report

The Audit Committee operates under a written charter adopted by the Board of Directors, which is reassessed at least annually for
adequacy by the Audit Committee. The Directors who serve on the Audit Committee have no financial or personal ties to Martin
Marietta (other than Director compensation and equity ownership as described in this proxy statement) and are all “independent” for
purposes of the SEC’s regulations, the NYSE listing standards, and the Guidelines for Director’s Independence adopted by the Board of
Directors. The Board of Directors has determined that none of the Audit Committee members has a relationship with Martin Marietta
that may interfere with the Director’s independence from Martin Marietta and its management. Copies of the Audit Committee’s
charter and Martin Marietta’s Guidelines for Director’s Independence can be viewed on Martin Marietta’s website at https://
ir.martinmarietta.com/corporate-governance.

The Board of Directors has charged the Audit Committee with a number of responsibilities, including review of the adequacy of Martin
Marietta’s financial reporting, accounting systems, and internal controls. Martin Marietta’s independent auditors and the vice president
of the internal audit function report directly and are ultimately accountable to the Audit Committee.

In the discharge of its responsibilities, the Audit Committee has reviewed and discussed with management and the independent
auditors Martin Marietta’s audited consolidated financial statements for fiscal year 2019. In addition, the Committee has discussed with
the independent auditors matters such as the quality (in addition to acceptability), clarity, consistency, and completeness of Martin
Marietta’s financial reporting, as required by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the
Public Company Accounting Oversight Board.
The Audit Committee has received from the independent auditors written disclosures and a letter concerning the independent auditors’
independence from Martin Marietta, as required by the Public Company Accounting Oversight Board (PCAOB) in Rule 3526,
Communication with Audit Committees Concerning Independence, and has discussed with the independent auditors the independent
auditors’ independence. These disclosures have been reviewed by the Committee and discussed with the independent auditors.

Based on these reviews and discussions, the Audit Committee has recommended to the Board of Directors that the audited financial
statements be included in Martin Marietta’s 2019 Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

February 20, 2020

AUDIT COMMITTEE
Laree E. Perez, Chair
Dorothy M. Ables
John J. Koraleski

32 2020 PROXY STATEMENT