Pizza Hut 2010 Annual Report Download - page 29

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• Compensation is primarily determined by results of the business.
• Financial performance which determines employee rewards is closely monitored by and certified to
the Audit Committee and the full Board.
• Compensation performance measures are set for each division and YUM, are transparent and are
tied to multiple measurable factors, none of which exceeds a 50% weighting. The measures are both
apparent to shareholders and drivers of their returns.
• Strong stock ownership guidelines for 600 senior employees are enforced (discussed further at
page 47).
• We have implemented a compensation recovery or ‘‘clawback’’ policy (discussed further at page 50).
How does the Board determine which directors are considered independent?
The Company’s Corporate Governance Principles, adopted by the Board, require that we meet the
listing standards of the NYSE. The full text of the Principles can be found on the Company’s Web site
(www.yum.com/governance/principles.asp).
Pursuant to the Principles, the Board undertook its annual review of director independence. During
this review, the Board considered transactions and relationships between each director or any member of
his or her immediate family and the Company and its subsidiaries and affiliates. As provided in the
Principles, the purpose of this review was to determine whether any such relationships or transactions were
inconsistent with a determination that the director is independent.
As a result of this review, the Board affirmatively determined that all of the directors are independent
of the Company and its management under the rules of the NYSE, with the exception of David Novak and
Jing-Shyh S. Su. Mr. Novak and Mr. Su are not considered independent directors because of their
employment by the Company.
In determining that the other directors did not have a material relationship with the Company, the
Board determined that Messrs. Dorman, Ferragamo, Grissom, Holland, Langone, Linen, Nelson and
Walter and Ms. Hill had no other relationship with the Company other than their relationship as director.
Proxy Statement
The Board did note, as discussed in the next paragraph, that CVS Caremark Corporation (‘‘CVS’’), which
employs Thomas Ryan, had a business relationship with the Company; however, as noted below, the Board
determined that this relationship was not material to Mr. Ryan or CVS.
Mr. Ryan is the Chairman of CVS (during 2010, he was also Chief Executive Officer and President of
CVS). In 2007, YUM entered into a transaction with CVS to sublease a long range aircraft. In the Fall of
2010, the Company renewed the sublease through 2017. The sublease was renewed at pricing terms
substantially similar to the expiring sublease and at or below market. YUM will have an option to purchase
the aircraft in 2012. After reviewing the terms of the 2010 sublease renewal, the Board determined that the
transaction did not create a material relationship between YUM and Mr. Ryan or YUM and CVS as the
total payments represent less than 1⁄10 of 1% of CVS’s revenues. The Board further concluded that it does
not affect the independence of Mr. Ryan.
How do shareholders communicate with the Board?
Shareholders and other parties interested in communicating directly with individual directors, the
non-management directors as a group or the entire Board may do so by writing to the Nominating and
Governance Committee, c/o Corporate Secretary, YUM! Brands, Inc., 1441 Gardiner Lane, Louisville,
Kentucky 40213. The Nominating and Governance Committee of the Board has approved a process for
handling letters received by the Company and addressed to individual directors, non-management
members of the Board or the Board. Under that process, the Corporate Secretary of the Company reviews
all such correspondence and regularly forwards to a designated individual member of the Nominating and
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