Chipotle 2013 Annual Report Download - page 89

sessions of the Board held during 2013. The Board expects to conduct an executive session limited to non-
employee Board members at each regularly-scheduled Board meeting during 2014, and independent directors
may schedule additional sessions in their discretion.
At regularly-scheduled meetings of the Audit Committee, Compensation Committee, and Nominating and
Corporate Governance Committee, executive sessions are generally held at the end of each meeting, with only
the committee members or the committee members and their advisors present, to discuss any topics the
committee members deem necessary or appropriate.
Director Nomination Process
The Nominating and Corporate Governance Committee is responsible for establishing criteria for nominees
to serve on our Board, screening candidates, and recommending for approval by the full Board candidates for
vacant Board positions and for election at each annual meeting of shareholders. The committee’s policies and
procedures for consideration of Board candidates are described below. Messrs. Charlesworth, Moran and Musk,
the nominees for election as directors at this year’s annual meeting, were recommended to the Board as nominees
by the Nominating and Corporate Governance Committee.
The committee considers candidates suggested by its members, other directors, senior management and
shareholders. The committee is authorized under its charter to retain, at our expense, search firms, consultants,
and any other advisors it may deem appropriate to identify and screen potential candidates. The committee may
also retain a search firm to evaluate and perform background reviews on director candidates, including those
recommended by shareholders. Any advisors retained by the committee will report directly to the committee.
Candidate Qualifications and Considerations
The committee seeks to identify candidates of high integrity who have a strong record of accomplishment
and who display the independence of mind and strength of character necessary to make an effective contribution
to the Board and to represent the interests of all shareholders. Candidates are selected for their ability to exercise
good judgment and to provide practical insights and diverse perspectives. In addition to considering the Board’s
and Chipotle’s needs at the time a particular candidate is being considered, the committee considers candidates in
light of the entirety of their credentials, including:
• Their integrity and business ethics;
• Their strength of character and judgment;
• Their ability and willingness to devote sufficient time to Board duties;
• Their potential contribution to the diversity and culture of the Board;
• Their educational background;
• Their business and professional achievements and experience and industry background, particularly in
light of our principal business and strategies, and from the standpoint of alignment with our vision and
values;
• Their independence from management, including under requirements of applicable law and listing
standards, and any potential conflicts of interest arising from their other business activities; and
• Relevant provisions of our Corporate Governance Guidelines.
These factors may be weighted differently depending on the individual being considered or the needs of the
Board at the time. We do not have a particular policy regarding the diversity of nominees or Board members;
rather, the Nominating and Corporate Governance Committee believes that diversity (whether based on factors
commonly associated with diversity such as race, gender, national origin, religion or sexual orientation or
identity, or on broader principles such as diversity of perspective and experience) is one of many elements to be
considered in evaluating a particular candidate.
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Proxy Statement