Pizza Hut 2008 Annual Report Download - page 28

23MAR200920294881
and the Board determines the nominee(s) after considering the recommendation and report of the
Committee.
For a shareholder to submit a candidate for consideration by the Nominating and Governance
Committee, a shareholder must notify YUM’s Corporate Secretary. To make a director nomination at the
2010 Annual Meeting, a shareholder must notify YUM’s Secretary no later than February 22, 2010.
Notices should be sent to: Corporate Secretary, YUM! Brands, Inc., 1441 Gardiner Lane, Louisville,
Kentucky 40213. The nomination must contain the information described on page 83.
How do shareholders communicate with the Board?
Shareholders and other parties interested in communicating directly with individual directors, the
non-management directors as a group or the entire Board may do so by writing to the Nominating and
Governance Committee, c/o Corporate Secretary, YUM! Brands, Inc., 1441 Gardiner Lane, Louisville,
Kentucky 40213. The Nominating and Governance Committee of the Board has approved a process for
handling letters received by the Company and addressed to individual directors, non-management
members of the Board or the Board. Under that process, the Corporate Secretary of the Company reviews
all such correspondence and regularly forwards to a designated individual member of the Nominating and
Governance Committee copies of all such correspondence (although we do not forward commercial
correspondence and correspondence duplicative in nature; however, we will retain duplicate
correspondence and all duplicate correspondence will be available for directors review upon their request)
and a summary of all such correspondence. The designated director of the Nominating and Governance
Committee will forward correspondence directed to individual directors as he or she deems appropriate.
Directors may at any time review a log of all correspondence received by the Company that is addressed to
members of the Board and request copies of any such correspondence. Written correspondence from
shareholders relating to accounting, internal controls or auditing matters are immediately brought to the
attention of the Company’s Audit Committee Chairperson and to the internal audit department and
handled in accordance with procedures established by the Audit Committee with respect to such matters
(described below). Correspondence from shareholders relating to Compensation Committee matters are
referred to the Chairperson of the Compensation Committee.
Proxy Statement
What are the Company’s Policies on Reporting of Concerns Regarding Accounting?
The Audit Committee has established policies on reporting concerns regarding accounting and other
matters in addition to our policy on communicating with our non-management directors. Any person,
whether or not an employee, who has a concern about the conduct of the Company or any of our people,
with respect to accounting, internal accounting controls or auditing matters, may, in a confidential or
anonymous manner, communicate that concern to our General Counsel, Christian Campbell. If any person
believes that he or she should communicate with our Audit Committee Chair, J. David Grissom, he or she
may do so by writing him at c/o YUM! Brands, Inc., 1441 Gardiner Lane, Louisville, KY 40213. In
addition, a person who has such a concern about the conduct of the Company or any of our employees may
discuss that concern on a confidential or anonymous basis by contacting The Network at 1 [phone].
The Network is our designated external contact for these issues and is authorized to contact the
appropriate members of management and/or the Board of Directors with respect to all concerns it
receives. The full text of our Policy on Reporting of Concerns Regarding Accounting and Other Matters is
available on our Web site at www.yum.com/governance/complaint.asp.
What are the Company’s Governance Policies and Ethical Guidelines?
•Board Committee Charters. The Audit, Compensation and Nominating and Governance Committees
of the YUM Board of Directors operate pursuant to written charters. These charters were approved
by the Board of Directors and reflect certain best practices in corporate governance, as well as
comply with the Sarbanes-Oxley Act of 2002 and the rules issued thereunder, including the
10