Pizza Hut 2008 Annual Report Download - page 29

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requirements of the NYSE. Each charter is available on the Company’s Web site at www.yum.com/
governance/committee.asp and is available in print to any shareholder who requests it.
•Corporate Governance Principles. The Board of Directors has documented its corporate governance
guidelines in the YUM! Brands, Inc. Corporate Governance Principles. These guidelines as
amended are available on the Company’s Web site at www.yum.com/governance/principles.asp.
•Code of Ethics. YUM’s Worldwide Code of Conduct was adopted to emphasize the Company’s
commitment to the highest standards of business conduct. The Code of Conduct also sets forth
information and procedures for employees to report ethical or accounting concerns, misconduct or
violations of the Code in a confidential manner. The Code of Conduct applies to the Board of
Directors and the principal executive officer, the principal financial officer and the principal
accounting officer, as well as all employees of the Company. Our directors and the senior-most
employees in the Company are required to regularly complete a conflicts of interest questionnaire
and certify in writing that they have read and understand the Code of Conduct. The Code of
Conduct is available on the Company’s Web site at www.yum.com/governance/conduct.asp. The
Company intends to post amendments to or waivers from its Code (to the extent applicable to the
Board of Directors or executive officers) on this Web site.
In addition, YUM has established a Supplier Code of Conduct that requires our U.S. suppliers to
abide by all applicable laws, codes and regulations and states YUM’s expectation that suppliers will
conform their practices to published standards for their industry. Our Supplier Code of Conduct is
described on the Company’s Web site at www.yum.com/responsibility/suppliercode.asp.
What other Significant Board Practices does the Company have?
•Private Executive Sessions. Our non-management directors meet at regularly scheduled executive
sessions on a bi-monthly basis. These executive sessions are attended only by the non-management
directors and, in 2008, were presided over by Mr. Ryan. The presiding director for these meetings is
the Chairperson of each of the Audit, Compensation and Nominating and Governance Committees,
who rotate as presiding director at each executive session on a calendar year basis.
Proxy Statement
•Advance Materials. Information and data important to the directors’ understanding of the business or
matters to be considered at a Board or Board Committee meeting are, to the extent practical,
distributed to the directors sufficiently in advance of the meeting to allow careful review prior to the
meeting.
•Board and Committees’ Evaluations. The Board has an annual self-evaluation process that is led by the
Nominating and Governance Committee. This assessment focuses on the Board’s contribution to
the Company and emphasizes those areas in which the Board believes a better contribution could
be made. In addition, the Audit, Compensation and Nominating and Governance Committees also
each conduct similar annual self-evaluations.
•Majority Voting Policy. In May 2008, shareholders approved an amendment to the Company’s
Restated Articles of Incorporation to adopt majority voting for the election of directors in
uncontested election. This means that director nominees in an uncontested election for directors
must receive a number of votes ‘‘for’’ his or her election in excess of the number of votes ‘‘against.’’
In conjunction with the approval of this amendment, the Board amended the Company’s Corporate
Governance Principles to provide that any incumbent director who does not receive a majority of
‘‘for’’ votes will promptly tender to the Board his or her resignation from the Board. The
resignation will specify that it is effective upon the Board’s acceptance of the resignation. The
Board will, through a process managed by the Nominating and Governance Committee and
excluding the nominee in question, accept or reject the resignation within 90 days after the Board
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