Pizza Hut 2009 Annual Report Download - page 27

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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.
What other Significant Board Practices does the Company have?
•Private Executive Sessions. Our non-management directors meet in executive session at each regular
Board meeting. The executive sessions are attended only by the non-management directors and are
presided over by the presiding director. Our independent directors meet in executive session at least
once per year.
•Role of Presiding Director. Our corporate governance guidelines require the election, by the
independent directors, of a presiding director to preside at the executive sessions at each Board
meeting. Unless the Board provides otherwise, the presiding director for each calendar year will be
the chair of one of our committees that consist solely of independent directors, who will rotate as
presiding director on a calendar year basis. In 2009, Robert Walter served as the presiding director.
For 2009, the primary responsibilities of the presiding director were to preside over executive
sessions of the Board and facilitate communications between the Chairman and CEO and the
non-management directors as appropriate. For 2010, based upon the recommendation of the
Nominating and Governance Committee, the Board determined that the presiding director will be
responsible for:
(a) Presiding at all executive sessions of the Board and any other meeting of the Board at which
the Chairman is not present, and advising the Chairman and CEO of any decisions reached or
suggestions made at any executive session
(b) Approving in advance agendas and schedules for Board meetings and the information that is
provided to directors,
(c) If requested by major shareholders, being available for consultations and direct
communication,
(d) Serving as a liaison between the Chairman and the independent directors,
Proxy Statement
(e) Calling special meetings of the independent directors.
•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, Management Planning and Development 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
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