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16MAR201218542623
Exhibit A
YUM! Brands, Inc.
Charter of the Audit Committee of the Board of Directors
(As Amended and Restated Effective as of March 27, 2009)
I. Name
There will be a committee of the Board of Directors (the ‘‘Board’’) of YUM! Brands, Inc. (the
‘‘Company’’) to be known as the Audit Committee (the ‘‘Committee’’).
II. Committee Purpose
The Committee is appointed by the Board to assist the Board in its oversight of: (A) the integrity of the
financial statements of the Company, (B) the Company’s compliance with legal and regulatory
requirements, (C) the Company’s system of internal controls and procedures and disclosure controls and
procedures, (D) the independent auditors’ qualifications and independence, and (E) the performance of
the Company’s internal audit function and independent auditors. The Committee shall have responsibility
and authority with respect to the matters set forth in this charter for the Company and its subsidiaries.
III. Committee Membership
1. The Committee shall have at least three (3) members at all times, each of whom shall satisfy the
applicable independence, experience and financial expertise/literacy requirements of the
New York Stock Exchange (‘‘NYSE’’) and Section 10A of the Securities Exchange Act of 1934, as
amended by the Sarbanes-Oxley Act of 2002, and the rules promulgated thereunder.
2. The Board shall appoint the members of the Committee annually, and shall designate the
Chairman of the Committee. Each member of the Committee shall serve until the earlier to
occur of the date he or she is replaced by the Board, resigns from the Committee or resigns from
the Board. The Board shall have the power at any time to change the membership of the
Committee and to fill vacancies in it, subject to such new member(s) satisfying the applicable
Proxy Statement
independence, experience and financial expertise/literacy requirements referred to above. Except
as expressly provided in this charter or the by-laws of the Company or the Corporate Governance
Guidelines of the Company, or as otherwise provided by law or the rules of the NYSE, the
Committee shall fix its own rules of procedure.
3. No Director may serve as a member of the Committee if he or she serves on the audit committee
of more than three public companies unless the Board determines that such simultaneous service
would not impair his or her ability to effectively serve on the Committee, and discloses this
determination in the Company’s annual proxy statement. No member of the Committee may
receive any compensation from the Company other than Director’s fees, which may be received
in cash, stock options or other in-kind consideration.
IV. Meetings of Committee
1. The Committee shall meet at least four (4) times each fiscal year, and at such other times as are
necessary to perform the functions described in this charter. The Committee shall maintain
minutes or other records of its meetings and activities, and shall make regular reports to the
Board.
2. The Committee may request any officer or employee of the Company or the Company’s outside
counsel or independent auditors to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee.
1