Pizza Hut 2010 Annual Report Download - page 26

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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
2012 Annual Meeting, a shareholder must notify YUM’s Secretary no later than February 19, 2012.
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 76.
What is the Board’s Leadership Structure?
The Company’s Corporate Governance Principles provide that the CEO may also serve as Chairman
of the Board, and our CEO, David Novak, serves as Chairman of the Board of the Company. The Board
believes that combining these positions serves the bests interests of the Company at this time. The Board
believes that by serving as both Chairman and CEO, Mr. Novak is positioned to use his in-depth
knowledge of our industry, our global business and its challenges as well as our key constituents including
employees, franchisees and business partners to provide the Board with the leadership needed to set Board
agendas, strategic focus and direction for the Company. Mr. Novak’s combined role as Chairman and CEO
also ensures that the Company presents its message and strategy to shareholders, employees, customers,
franchisees and business partners with a unified voice. Combining the Chairman and CEO roles fosters
clear accountability, effective decision-making, and alignment on corporate strategy.
The Nominating and Governance Committee reviews the Board’s leadership structure annually
together with an evaluation of the performance and effectiveness of the Board of Directors. In 2010, the
Nominating and Governance Committee concluded that the current leadership structure of the Board
enables it to fully satisfy its role of independent oversight of management and the Company. In making this
determination, the Nominating and Governance Committee’s review included an assessment of the
effectiveness of the roles played by the presiding director and our independent Committee Chairs, the
openness of the communications between the directors and Mr. Novak, the responsiveness of Mr. Novak
to issues raised by directors, and the overall quality and focus of Board meetings. In addition, to assure
effective independent oversight, the Board has adopted a number of governance practices discussed below.
What are the Company’s Governance Policies and Ethical Guidelines?
Proxy Statement
•Board Committee Charters. The Audit, Management Planning and Development (formerly called the
Compensation Committee) 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 requirements of the
NYSE. Each charter is available on the Company’s Web site at www.yum.com/governance/
committee.asp.
•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 all employees of the Company, including the principal executive officer, the principal
financial officer and the principal accounting officer. 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
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