Materion : Audit and Risk Committee Charter ()

AUDIT AND RISK COMMITTEE CHARTER

PURPOSES

This Charter governs the operations of the Audit and Risk Committee of the Board of Materion Corporation. The Audit and Risk Committee has been created by the Board to (a) assist the Board in fulfilling the Board's oversight responsibilities to the shareholders, potential shareholders and other constituencies with respect to (i) the integrity of the Company's financial statements, (ii) the Company's financial reporting process and compliance with ethics policies and legal and other regulatory requirements,

1. the independent auditors' qualifications and independence, (iv) the Company's systems of internal accounting and financial controls and (v) the performance of the independent auditors and of the
   Company's internal audit function; and (b) prepare the Audit and Risk Committee's report, containing the disclosure required by Item 407(d)(3)(i) of Regulation S-K, to be included in the Company's annual proxy statement (the "Audit and Risk Committee Report").

COMPOSITION:

Number. The Audit and Risk Committee is appointed by the Board and is comprised of at least three members.

Qualifications. Each Audit and Risk Committee member is to have all of the following qualifications:

1. Each Audit and Risk Committee member must meet the independence criteria of (a) the rules of the New York Stock Exchange, Inc., as such requirements are interpreted by the Board in its business judgment and (b) Section 301 of the Sarbanes-Oxley Act of 2002 and any rules promulgated thereunder by the Securities and Exchange Commission ("SEC"), including Rule 10A-3 of the Securities Exchange Act of 1934 (the "Exchange Act").
2. Each Audit and Risk Committee member must be financially literate or become financially literate within a reasonable period of time after his or her appointment to the Audit and Risk Committee. Additionally, at least one member of the Audit and Risk Committee is to have accounting or related financial management expertise sufficient to meet the criteria of a financial expert within the meaning of Section 407 of the Sarbanes-Oxley Act of 2002 and as an "audit committee financial expert" as defined in the rules and regulations promulgated by the SEC. The Board shall determine, in its business judgment, whether a member is financially literate and whether at least one member has the requisite accounting

or financial expertise and meets the "audit committee financial expert" criteria. The designation or identification of a person as an "audit committee financial expert" shall not

1. (a) impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the Audit and Risk Committee and Board in the absence of such designation or identification, or (b) affect the duties, obligations or liability of any other member of the Audit and Risk Committee or Board.

2. Each Audit and Risk Committee member is to receive as compensation from the Company only those forms of compensation as are not prohibited by Section 301 of the Sarbanes- Oxley Act of 2002 and the rules and listing requirements promulgated thereunder by the SEC and the NYSE. Permitted compensation includes (a) director's fees (which includes all forms of compensation paid to directors of the Company for service as a director or member of a Board Committee) and/or (b) fixed amounts of compensation under a retirement plan (including pension payments or other deferred compensation) for prior service with the Company provided that such compensation is not contingent in any way on continued service. Additional directors' fees may be paid to Audit and Risk Committee members to compensate them for the significant time and effort they expend in performing their duties as Audit and Risk Committee members.
3. If an Audit and Risk Committee member simultaneously serves on the audit committee of more than three companies that are required to file reports pursuant to Sections 13 or 15(d) of the Exchange Act (including the Company), the member must notify the Board of such fact and the Board must determine that such simultaneous service would not impair the ability of such member to effectively serve on the Audit and Risk Committee. The Company will be required to disclose any such determination in its annual proxy statement or on its website.

Appointment. The Board will appoint the members and the Chairman of the Audit and Risk Committee based on nominations made by the Company's Governance and Organization Committee. Audit and Risk Committee members serve at the pleasure of the Board and for such term or terms as the Board may determine.

DUTIES AND RESPONSIBILITIES

The Audit and Risk Committee is responsible to oversee the Company's financial reporting process on behalf of the Board. Management is responsible for the preparation, presentation, and integrity of the Company's financial statements; for the appropriateness of the accounting and reporting policies that are used by the Company; and for establishing and maintaining internal control over financial reporting. The

independent auditors are responsible for auditing the Company's financial statements and the effectiveness of internal control over financial reporting, and for reviewing the Company's interim financial statements.

In performing its responsibilities, the Audit and Risk Committee shall:

1. Retain the Independent Auditors: The Audit and Risk Committee has the sole authority to
   (a) retain and terminate the Company's independent auditors, subject to shareholder ratification, (b) approve all audit engagement fees, terms and services, and (c) approve any non-audit engagements with the Company's independent auditors. The Audit and Risk
   Committee is to exercise this authority in a manner consistent with Sections 201, 202 and 301 of the Sarbanes-Oxley Act of 2002 and the rules and listing standards promulgated thereunder by the SEC and NYSE. The Audit and Risk Committee may delegate the authority to grant any pre-approvals required by such sections to one or more members, or any subcommittee, of the Audit and Risk Committee as it designates, subject to the delegated member, members or subcommittee reporting any such pre-approvals to the Audit and Risk Committee at its next scheduled meeting.
2. Review and discuss the Auditors' Quality Control: The Audit and Risk Committee is to, at least annually, obtain and review and discuss a report by the independent auditors describing (a) the audit firm's internal quality control procedures, (b) any material issues raised by the most recent internal quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and (c) any steps taken to deal with any such issues.
3. Review and discuss the Independence of the Auditors: In connection with the retention of the Company's independent auditors, the Audit and Risk Committee is to at least annually review and discuss the information provided by management and the auditors relating to the independence of the audit firm, including, among other things, information related to the non-audit services provided and expected to be provided by the auditors. The Audit and Risk Committee is responsible for (a) ensuring that the independent auditors submit at least annually to the Audit and Risk Committee a formal written statement delineating all relationships between the auditors and the Company, (b) actively engaging in a dialogue with the auditors with respect to any disclosed relationship or services that may impact the objectivity and independence of the auditors and (c) taking appropriate action in response to the auditors' report to satisfy itself of the auditors' independence. In connection with the Audit and Risk Committee's evaluation of the auditors' independence, the Audit and Risk Committee is to also review and evaluate and, in doing so, consider the opinions of management and the senior internal auditing executive, the lead partner of the independent auditors and take such steps as may be required by law with respect to the

regular rotation of the lead audit partner and the reviewing audit partner of the independent auditors, and consider whether or not there should be rotation of the independent audit firm itself.

1. Set Hiring Policies: The Audit and Risk Committee is to set clear hiring policies for employees or former employees of the independent auditors, which include the restrictions set forth in Section 206 of the Sarbanes-Oxley Act of 2002 and any rules promulgated thereunder by the SEC.
2. Review and Discuss the Audit Plan: The Audit and Risk Committee is to review and discuss with the independent auditors the plans for, and the scope of, the annual audit and other examinations, including the adequacy of staffing and compensation.
3. Review and Discuss Conduct of the Audit: The Audit and Risk Committee is to review and discuss with the independent auditors the matters required to be discussed by PCAOB Auditing Standard No. 1301(or any successor provision) relating to the conduct of the audit, as well as any audit problems or difficulties and management's response, including (a) any restriction on audit scope or on access to requested information, (b) any disagreements with management and (c) significant issues discussed with the independent auditors' national office. The Audit and Risk Committee is to decide all unresolved disagreements between management and the independent auditors regarding financial reporting.
4. Review and Discuss Financial Statements and Disclosures: The Audit and Risk Committee is to meet to review and discuss with appropriate officers of the Company and the independent auditors the annual audited and quarterly financial statements of the
   Company, including (a) the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations," and (b) disclosures regarding internal controls and other matters required to be reported to the Audit and Risk Committee by Section 302 and 404 of the Sarbanes-Oxley Act of 2002 and any rules promulgated thereunder by the SEC.
5. Review and Discuss the Content of Financial Press Releases: The Audit and Risk Committee is to review and discuss the content of all financial press releases (including any use of "pro forma" or "adjusted" non-GAAP information), as well as financial information and earnings guidance provided to analysts and rating agencies (which review may occur prior to or after issuance and may be done generally as a review of the types of information to be disclosed and the form of presentation to be made).
6. Review and Discuss Internal Audit Plans: The Audit and Risk Committee is to review and discuss with the Director of Internal Auditing and appropriate members of the staff of the

internal auditing department the plans for and the scope of their ongoing audit activities, including adequacy of staffing and compensation. The Audit and Risk Committee is to review and approve management's appointment, termination or replacement of the Chief Internal Auditor.

1. Review and Discuss Internal Audit Reports: The Audit and Risk Committee is to review and discuss with the Chief Internal Auditor and appropriate members of the staff of the internal auditing department the annual report of the audit activities, examinations and results thereof of the internal auditing department.
2. Review and Discuss the Systems of Internal Accounting Controls: The Audit and Risk Committee is to review and discuss with the independent auditors, the Chief Internal Auditor, Company counsel, as appropriate, and, if and to the extent deemed appropriate by the Audit and Risk Committee, members of their respective staffs the adequacy of the
   Company's internal accounting controls, the Company's financial, auditing and accounting organizations and personnel, and the Company's policies and compliance procedures with respect to business practices which shall include the disclosures regarding internal controls and matters required to be reported to the Audit and Risk Committee by Section 302 and 404 of the Sarbanes-Oxley Act of 2002 and any rules promulgated thereunder by the SEC.
3. Review and Discuss the Recommendations of Independent Auditors: The Audit and Risk Committee is to review and discuss with the senior internal auditing executive and the appropriate members of the staff of the internal auditing department recommendations made by the independent auditors and the senior internal auditing executive, as well as such other matters, if any, as such persons or other officers of the Company may desire to bring to the attention of the Audit and Risk Committee.
4. Review and Discuss the Audit Results: The Audit and Risk Committee is to review and discuss with the independent auditors (a) the report of their annual audit, or proposed report of their annual audit, (b) material written communications between the independent auditor and management, (c) the reports of their reviews of the Company's interim financial statements conducted in accordance with applicable auditing standards, and (d) the reports of the results of such other examinations outside of the course of the independent auditors' normal audit procedures that the independent auditors may from time to time undertake. The foregoing is to include the reports required by Section 204 of the Sarbanes-Oxley Act of 2002 and the rules and listing standards promulgated thereunder by the SEC and NYSE, and, as appropriate, (a) a review of major issues regarding (i) all critical accounting policies and practices and financial statement presentations, including any significant changes in the
   Company's selection or application of accounting principles, and (ii) the adequacy of the Company's internal controls and any special audit steps adopted in light of material control

deficiencies, (b) a review of analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements and (c) a review of the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statement of the Company.

1. Obtain Assurances under Section 10A(b) of the Exchange Act: The Audit and Risk Committee is to obtain assurance from the independent auditors that in the course of conducting the audit there have been no acts detected or that have otherwise come to the attention of the audit firm that require disclosure to the Audit and Risk Committee under Section 10A(b) of the Exchange Act.
2. Discuss Risk Management Policies: The Audit and Risk Committee is to discuss practices and policies with respect to risk assessment and risk management to assess and manage the Company's exposure to risk, including risk relating to precious metal inventory, precious metal security and cybersecurity. The Audit and Risk Committee is not intended to be the sole party responsible for risk assessment and risk management, but it should discuss with the management the guidelines and policies that govern the process by which risk assessment and risk management is undertaken. The Audit and Risk Committee should discuss the Company's major financial risk exposures and the steps management has taken to monitor and control these exposures. The Audit and Risk Committee should periodically review the Company's contingency plans for protection of vital information and business conduct in the event of an operations interruption.
3. Obtain Reports Regarding Conformity With the Company's Code of Conduct Policy: The Audit and Risk Committee is to periodically obtain reports from management and the
   Company's Chief Internal Auditor that the Company and its subsidiary/foreign affiliated entities are in conformity with the Company's Code of Conduct Policy. The Audit and Risk Committee should advise the Board with respect to the Company's policies and procedures regarding compliance with the Company's Code of Conduct Policy.
4. Obtain Reports Regarding Conformity With Legal Requirements: The Audit and Risk
   Committee is to periodically obtain reports from management and the Company's Chief Internal Auditor that the Company and its subsidiary/foreign affiliated entities are in conformity with applicable legal requirements. Similar information should be obtained from the Company's independent auditors, as appropriate, based on known events and/or issues. The Audit and Risk Committee should advise the Board with respect to the
   Company's policies and procedures regarding compliance with applicable laws and regulations.

1. Establish Procedures for Complaints Regarding Financial Statements or Accounting Policies: The Audit and Risk Committee is to establish procedures for (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Company or others of concerns regarding questionable accounting or auditing matters as required by Section 301 of the Sarbanes-Oxley Act of 2002 and the rules and listing standards promulgated thereunder by the SEC and NYSE. The Audit and Risk Committee is to discuss with management and the independent auditor any correspondence with regulators or governmental agencies regarding complaints or concerns of the Company's financial statements, accounting policies or business practices.
2. Discuss With Company Counsel Matters Regarding Financial Statements or Compliance Policies: Annually, and to the extent deemed required, the Audit and Risk Committee should discuss with the Company's counsel and management all legal and regulatory matters that may have a material impact on the financial statements or the Company's compliance policies. If significant litigation or regulatory matters arise during the year, those matters shall be brought to the attention of the Audit and Risk Committee at its next regularly scheduled meeting. The Audit and Risk Committee is to receive reports from the
   Company's counsel of evidence of any material violation of securities laws or breaches of fiduciary duties within the meaning of Rule 205 of the Rules of Practice of the SEC.
   Annually, the Audit and Risk Committee should receive from the Company's counsel and management an update on the Company's compliance program.
3. Defined Benefit Plan Actuarial and Accounting Assumptions:The Audit and Risk Committee should review the actuarial and accounting assumptions used in determining benefit obligations for the Company's defined benefit pension plans.
4. Review and Discuss Other Matters: The Audit and Risk Committee should review and discuss such other matters that relate to the accounting, auditing and financial reporting practices and procedures of the Company as the Audit and Risk Committee may, in its own discretion, deem desirable in connection with the review functions described above.
5. Make Board Reports: The Audit and Risk Committee should report its activities regularly to the Board in such manner and at such times as the Audit and Risk Committee and the Board deem appropriate, but in no event less than once a year. This report is to include the Audit and Risk Committee's conclusions with respect to its evaluation of the independent auditors.
6. Maintain Flexibility: The Audit and Risk Committee, in carrying out its responsibilities, policies and procedures should remain flexible, in order to best react to changing

conditions and circumstances. The Audit and Risk Committee should take appropriate actions to set the overall corporate "tone" for quality financial reporting, sound business risk practices, and ethical behavior.

MEETINGS

The Audit and Risk Committee should meet in person or telephonically at least quarterly, or more frequently as it may determine necessary, to comply with its responsibilities as set forth herein. The Chair of the Audit and Risk Committee is, in consultation with the other members of the Audit and Risk Committee, the Company's independent auditors and the appropriate officers of the Company, responsible for calling meetings of the Audit and Risk Committee, approving and/or establishing agendas therefor and supervising the conduct thereof. The Audit and Risk Committee may also take any action permitted hereunder by unanimous written consent.

The Audit and Risk Committee shall hold an executive session at each regularly scheduled meeting. As part of these executive sessions, the Audit and Risk Committee shall meet separately and privately with each of the following: (i) management; (ii) the internal auditor; and (iii) representatives of the independent auditor.

The Audit and Risk Committee may request any officer or employee of the Company or the Company's outside legal counsel or independent auditors to attend a meeting of the Audit and Risk Committee or to meet with any members of, or consultants to, the Audit and Risk Committee.

RESOURCES AND AUTHORITY OF THE AUDIT AND RISK COMMITTEE

The Audit and Risk Committee is to have the resources and authority appropriate to discharge its responsibilities and carry out its duties as required by law, including the authority to engage outside auditors for special audits, reviews and other procedures and to engage independent counsel and other advisors, experts or consultants. The Audit and Risk Committee may also, to the extent it deems necessary or appropriate, meet with the Company's investment bankers or financial analysts who follow the Company.

The Company will provide for appropriate funding, as determined by the Audit and Risk Committee, for payment of (i) compensation to the Company's independent auditors engaged for the purpose of rendering or issuing an audit report or related work or performing other audit, review or attest services for the Company, (ii) compensation to independent counsel or any other advisors employed by the Audit and Risk Committee, and (iii) ordinary administrative expenses of the Audit and Risk Committee that are necessary or appropriate in carrying out its duties.

AUDIT AND RISK COMMITTEE REPORT

The Audit and Risk Committee will prepare, with the assistance of management, the independent auditors and outside legal counsel, the Audit and Risk Committee Report.

ANNUAL REVIEW OF CHARTER

The Audit and Risk Committee will conduct and review with the Board annually an evaluation of this Charter and recommend any changes to the Board. The Audit and Risk Committee may conduct this charter evaluation in such manner as the Audit and Risk Committee, in its business judgment, deems appropriate.

ANNUAL PERFORMANCE EVALUATION

The Audit and Risk Committee will conduct and review with the Board annually an evaluation of the Audit and Risk Committee's performance with respect to the requirements of this Charter. The Audit and Risk Committee may conduct this performance evaluation in such manner as the Audit and Risk Committee, in its business judgment, deems appropriate.

Consistent with the New York Stock Exchange listing requirements, this Charter will be included on the Company's website.