Pizza Hut 2009 Annual Report Download - page 25

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GOVERNANCE OF THE COMPANY
The business and affairs of YUM are managed under the direction of the Board of Directors. The
Board believes that good corporate governance is a critical factor in achieving business success and in
fulfilling the Board’s responsibilities to shareholders. The Board believes that its practices align
management and shareholder interests. Highlights of our corporate governance practices are described
below.
What is the composition of the Board of Directors and how often are members elected?
Our Board of Directors presently consists of 13 directors whose terms expire at this Annual Meeting.
Jackie Trujillo is retiring from the Board and is not standing for re-election.
As discussed in more detail later in this section, the Board has determined that 10 of our
12 continuing directors are independent under the rules of the New York Stock Exchange (‘‘NYSE’’).
How often did the Board meet in fiscal 2009?
The Board of Directors met 6 times during fiscal 2009. Each director attended at least 75% of the
meetings of the Board and the committees of which he or she was a member (held during the period he or
she served as a director).
What is the Board’s policy regarding director attendance at the Annual Meeting of Shareholders?
The Board of Directors’ policy is that all directors should attend the Annual Meeting. All directors
attended the Company’s 2009 Annual Meeting of Shareholders.
How does the Board select nominees for the Board?
The Nominating and Governance Committee considers candidates for Board membership suggested
by its members and other Board members, as well as management and shareholders. The Committee’s
charter provides that it may retain a third-party executive search firm to identify candidates from time to
time. Currently, the Committee has not retained a search firm.
Proxy Statement
In accordance with our Governance Principles, our Board seeks members from diverse professional
backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity.
Directors should have experience in positions with a high degree of responsibility, be leaders in the
companies or institutions with which they are affiliated and are selected based upon contributions they can
make to the Board and management. The Committee’s assessment of a proposed candidate will include a
review of the person’s judgment, experience, independence, understanding of the Company’s business or
other related industries and such other factors as the Nominating and Governance Committee determines
are relevant in light of the needs of the Board of Directors. The Committee believes that its nominees
should reflect a diversity of experience, gender, race, ethnicity and age. The Board does not have a specific
policy regarding director diversity but does consider these guidelines when it considers nominees. The
Committee also considers such other relevant factors as it deems appropriate, including the current
composition of the Board, the balance of management and independent directors, the need for Audit
Committee expertise and the evaluations of other prospective nominees, if any. In connection with this
evaluation, it is expected that each committee member will interview the prospective nominee in person or
by telephone before the prospective nominee is presented to the full Board for consideration. After
completing this evaluation and interview process, the Committee will make a recommendation to the full
Board as to the person(s) who should be nominated by the Board, and the Board determines the
nominee(s) after considering the recommendation and report of the Committee.
We believe that each of our directors has met these guidelines set forth in the governance principles.
As noted in the director biographies that follow this section, our directors have experience, qualifications
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