Pizza Hut 2008 Annual Report Download - page 30
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23MAR200920294881
receives the resignation. If the board rejects the resignation, the reason for the Board’s decision will
be publicly disclosed.
What access do the Board and Board committees have to Management and to Outside Advisors?
•Access to Management and Employees. Directors have full and unrestricted access to the management
and employees of the Company. Additionally, key members of management attend Board meetings
to present information about the results, plans and operations of the business within their areas of
responsibility.
•Access to Outside Advisors. The Board and its committees may retain counsel or consultants without
obtaining the approval of any officer of the Company in advance or otherwise. The Audit
Committee has the sole authority to retain and terminate the independent auditor. The Nominating
and Governance Committee has the sole authority to retain search firms to be used to identify
director candidates. The Compensation Committee has the sole authority to retain compensation
consultants for advice on executive compensation matters.
Does the Company require stock ownership by directors?
Yes, the Company requires stock ownership by directors. The Board of Directors expects
non-management directors to hold a meaningful number of shares of Company common stock and expects
non-management directors to retain shares acquired as compensation as a director until at least 12 months
following their departure from the Board. YUM directors receive a significant portion of their annual
compensation in stock. The Company believes that the increased emphasis on the equity component of
director compensation serves to further align the directors with the interests of our shareholders.
Does the Company have stock ownership guidelines for Executives and Senior Management?
The Compensation Committee has adopted formal stock ownership guidelines that set minimum
expectations for executive and senior management ownership. These guidelines are discussed on page 54.
The Company has maintained an ownership culture among its executive and senior managers since its
Proxy Statement
formation. All executive officers, and substantially all members of senior management, hold stock well in
excess of the guidelines.
12