Chipotle 2013 Annual Report Download - page 88

CORPORATE GOVERNANCE
Our Board of Directors has adopted a number of policies to support our values and provide for good
corporate governance, including our Corporate Governance Guidelines, which set forth our principles of
corporate governance; our Board committee charters; the Chipotle Mexican Grill, Inc. Code of Conduct, which
applies to all Chipotle officers, directors and employees; and separate Codes of Ethics for our directors, our Co-
Chief Executive Officers and our Chief Financial Officer/principal accounting officer. The Corporate
Governance Guidelines, Code of Conduct, and each of the Codes of Ethics are available on the Investors page of
our corporate website at www.chipotle.com under the Corporate Governance link.
If we make any substantive amendment to, or grant a waiver from, a provision of the Code of Conduct or
our Codes of Ethics that apply to our executive officers, we will satisfy the applicable SEC disclosure
requirement by promptly disclosing the nature of the amendment or waiver on the Investors page of our website
at www.chipotle.com under the Corporate Governance link.
Chairman of the Board
Mr. Ells, our founder and Co-Chief Executive Officer, also serves as Chairman of the Board. The Chairman
of the Board presides at all meetings of the Board and exercises and performs such other powers and duties as
may be periodically assigned to him in that capacity by the Board or prescribed by our bylaws. We believe it is
not only appropriate but also important for Mr. Ells to serve as Chairman in addition to serving as Co-Chief
Executive Officer. As the founder of our company, he has since our inception been the principal architect of our
corporate strategy and vision, and continues to be a primary driving force to keep our company innovative and
striving for constant improvement. The Board believes that its oversight responsibilities can be most effectively
fulfilled if the Board is led by that same driving force, and also believes that it is appropriate for Mr. Ells to lead
the Board due to his being one of the largest individual shareholders of our company.
Lead Director
Mr. Baldocchi has served as Lead Director since December 2006. The Board believes that maintaining a
Lead Director position held by an independent director ensures that our outside directors remain independent of
management and provide objective oversight of our business and strategy. The Lead Director chairs Board
meetings during any sessions conducted as executive sessions without employee directors or other employees
being present, and also consults with the Chairman, the Co-Chief Executive Officers and the Chief Financial
Officer on business issues and with the Nominating and Corporate Governance Committee on Board
management.
How to Contact the Board of Directors
Any shareholder or other interested party may contact the Board of Directors, including the Lead Director or
the non-employee directors as a group, or any individual director or directors, by writing to the intended
recipient(s) in care of Chipotle Mexican Grill, Inc., 1401 Wynkoop Street, Suite 500, Denver, Colorado, 80202,
Attention: Corporate Secretary. Any communication to report potential issues regarding accounting, internal
controls and other auditing matters will be directed to the Audit Committee. Our corporate Secretary or general
counsel, or their designees, will review and sort communications before forwarding them to the addressee(s),
although communications that do not, in the opinion of the Secretary or our general counsel, deal with the
functions of the Board or a committee or do not otherwise warrant the attention of the addressees may not be
forwarded.
Executive Sessions
Non-management directors met in executive session without management at the end of each regularly-
scheduled Board meeting during 2013. Mr. Baldocchi, as Lead Director, chaired the non-employee executive
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