Page 7 - 2018 Sustainability Report

CORPORATE GOVERNANCE BOARD WITH DIVERSE SKILLS CORPORATE GOVERNANCE

SERVES AS OUR FOUNDATION AND EXPERIENCE HIGHLIGHTS

As of December 31, 2018
♦ Adopted proxy access
6
Martin Marietta has a culture dedicated to ethical business behavior and responsible corporate activity.
We believe strong corporate governance is the foundation for delivering on our commitments. current or former ♦ Eliminated staggered board –
public company CEOs
OUR BOARD OF DIRECTORS OUR TEAM directors elected for 1-year terms

As stewards of Martin Marietta, our Board plays an Martin Marietta employees play a critical role in enforcing ♦ Established robust stock ownership
essential role in determining strategic priorities and good governance and sustainability practices. It is their guidelines for officers and directors
considers sustainability issues an integral part of its commitment to each other and to our communities years
business oversight. Our Corporate Governance Guidelines, that elevates our efforts and performance as a company. 66 average director age
available on our website, set forth a flexible framework Our employees understand the importance of acting with ♦ Eliminated excise tax gross-up,
within which the Board, assisted by its committees, directs integrity in all of their interactions. We provide them with walk-right and value of perquisites in
the affairs of Martin Marietta. The Ethics, Environment, a variety of resources to guide them in daily decision- the severance calculation in Employment
Safety and Health Committee of the Board of Directors making and support them should they have questions. Protection Agreements
has, for decades, overseen our ongoing efforts to hone These resources include an engaged senior leadership
truly sustainable business practices. team, our Code of Ethical Business Conduct, a confidential 9.6 years
ethics hotline managed by an independent third party average director tenure ♦ Eliminated single-trigger vesting in
and annual ethics training.
equity award agreements for grants
beginning in 2019
%

OUR CODE OF ETHICAL ♦ Implemented hedging and pledging policy
BUSINESS CONDUCT BOARD OF DIRECTORS of directors are
40 women or minorities
As a company dedicated to ♦
fulfilling its mission and living Adopted clawback policy
its values, we understand TEAM
how important it is to provide %
resources that help guide our ♦ Implemented majority voting standard
hardworking Martin Marietta ETHICS, ENVIRONMENT, SAFETY AND HEALTH COMMITTEE
team members in the countless of directors
decisions they make every day. Corporate Governance Guidelines 90 are independent
Our Code of Ethical Business ♦ Eliminated shareholder rights plan
Conduct, which has been in Code of Ethical Business Conduct
place since the 1980s, is regularly
updated. This code provides our ♦ Added four new Board members since 2016
policies and expectations on a Confidential Ethics Hotline
number of topics, including our
commitment to good citizenship, Annual Ethics Training
promoting a positive and safe work
environment, avoiding conflicts
of interest and operating with
integrity in all that we do. The
Code of Ethical Business Conduct
applies to everyone on the Martin
Marietta team, including Board
members, and annual ethics
training is required to ensure our
policies are communicated and
understood.

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