Pizza Hut 2011 Annual Report Download - page 103

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description of all services provided by the independent auditors and the related fees. The
Committee shall discuss with the independent auditors any disclosed relationship or services
that may impact the objectivity and independence of the independent auditors, and
recommend that the Board take action to satisfy itself of the independence of the
independent auditors.
G. Ensure that the lead audit partner of the independent auditors, the audit partner responsible
for reviewing the audit and any other partners of the independent auditors who perform
audit services for the Company are rotated at least every five years to the extent required by
the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, and further consider
rotation of the independent audit firm.
H. Review any reports of the independent auditors mandated by Section 10A of the Securities
Exchange Act of 1934, as amended, and obtain from the independent auditors any
information with respect to illegal acts in accordance with Section 10A.
VII. Compliance with Laws, Regulations and Policies
The Committee will assist the Board in the oversight of the Company’s compliance with policies and
procedures addressing legal and ethical concerns. The following functions are some of the common
recurring activities of the Committee in carrying out this oversight responsibility:
1. Advise the Board with respect to the Company’s policies and procedures regarding compliance
with applicable laws and regulations and with the Company’s Worldwide Code of Conduct and
Policy on Conflict of Interest.
2. Obtain reports from management, the Company’s Vice President, Audit, and General Counsel as
to whether the Company and its subsidiaries and affiliated entities are in conformity with
applicable legal requirements and the Company’s Worldwide Code of Conduct and Policy on
Conflict of Interest. Review annual compliance solicitation regarding these policies with the Vice
President, Audit.
3. Review with the Company’s General Counsel legal or regulatory matters that may have a material
Proxy Statement
impact on the Company’s financial statements, compliance programs and policies and any
material reports or inquiries relating to financial, accounting or other matters received from
regulators or governmental agencies.
4. Review with the Company’s Vice President, Audit, on an annual basis, the Company’s officers’
travel and entertainment spending and use of the corporate aircraft to ensure expenditures and
usage are appropriate and accounted for properly.
5. Periodically review the rules promulgated by the SEC and NYSE relating to the qualifications,
activities, responsibilities and duties of audit committees and shall take, or recommend that the
Board take, appropriate action to comply with such rules.
VIII. Oversight of Internal Auditors
The Committee shall:
1. Review the internal audit function of the Company, including the independence, competence,
staffing adequacy and authority of the function, the ability of the function to raise issues to the
appropriate level of authority, the reporting relationships among the internal auditor, financial
management and the Committee and the internal audit reporting obligations.
2. Review the proposed internal audit plans for the coming year, the coordination of such plans with
the independent auditors and the progress against such plans.
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