Pizza Hut 2011 Annual Report Download - page 100

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V. Committee Authority and Responsibilities
1. The Committee shall have the authority, to the extent it deems necessary or appropriate, to retain
special legal, accounting or other consultants to advise the Committee and assist in carrying out
its duties, and to conduct or authorize investigations into any matters within its scope of
responsibilities. The Company shall provide for payment for such services and investigations, as
determined by the Committee.
2. The Committee shall meet periodically by itself, with management, with the internal auditors and
with the independent auditors in separate executive sessions in furtherance of its purposes.
3. The Committee shall, with the assistance of management, the independent auditors and legal
counsel, as the Committee deems appropriate, review and evaluate, at least annually, this charter
and the Committee’s performance, and report and make appropriate recommendations to the
Board with respect thereto.
4. The Committee shall prepare the report required by the rules of the Securities and Exchange
Commission (‘‘SEC’’) to be included in the Company’s annual proxy statement. The Committee
shall ensure inclusion of its then current charter in its annual proxy statement at least once every
three years in accordance with regulations of the SEC.
5. In performing its functions, the Committee shall undertake those additional tasks and
responsibilities that, in its judgment, would most effectively contribute to and implement the
purposes of the Committee. The following functions will be periodically performed by the
Committee in carrying out its oversight responsibility:
A. Review and discuss with management and the independent auditors, as applicable,
(i) critical accounting policies and practices and major issues regarding accounting
principles and financial statement presentations, including any significant changes or
choices in the Company’s application of accounting principles;
(ii) management’s process for assessing the effectiveness of internal control over financial
reporting under Section 404 of the Sarbanes-Oxley Act of 2002, including any significant
Proxy Statement
deficiencies or material weaknesses identified and any special audit steps adopted in
light of material control deficiencies.
(iii) management’s report on its assessment of the effectiveness of internal controls over
financial reporting as of the end of each fiscal year and the independent auditors’ report
on the effectiveness of internal control over financial reporting;
(iv) any changes in internal control over financial reporting that have materially affected or
are reasonably likely to materially affect the Company’s internal control over financial
reporting that are required to be disclosed;
(v) analyses prepared by management or the independent auditors setting forth significant
financial reporting issues, estimates and judgments made in connection with the
preparation of the financial statements, including analyses of the effects of alternative
accounting treatments of financial information within accounting principles generally
accepted in the United States of America (‘‘GAAP’’);
(vi) any management letter provided by the independent auditors and the Company’s
response to that letter;
(vii) other material written communications between the independent auditors and
management,
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