Audit Compliance Committee Charter

GRANITE CONSTRUCTION INCORPORATED AUDIT/COMPLIANCE COMMITTEE CHARTER Purpose The Audit/Compliance Committee (“Committee”) is appointed by the Board of Directors and its purpose is to assist the Board in (A) its oversight of (1) the Company’s accounting and financial reporting principles and policies and internal controls and procedures, including the internal audit function, (2) Granite’s system of Internal Control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002 (3) the integrity of the company’s financial statements, (4) the qualifications and independence of the Company’s independent auditor, (5) the Company’s compliance with legal and regulatory requirements, and (6) the Company’s Corporate Compliance Program and Code of Conduct, and (B) selecting, evaluating, setting the compensation of, and, where deemed appropriate, replacing the Company’s independent auditor (or nominating independent auditor to be proposed for stockholder approval in any proxy statement). In addition, the Committee shall prepare the report required by the rules of the Securities and Exchange Commission (S.E.C.) to be included in the Company’s annual proxy statement. Duties & Responsibilities The function of the Committee is oversight. The management of the Company is responsible for the preparation, presentation and integrity of the Company’s financial statements. Management is responsible for ...