Pizza Hut 2012 Annual Report Download - page 25

YUM! BRANDS, INC.-2013Proxy Statement 7
Proxy Statement
GOVERNANCE OF THE COMPANY
How often did the Board meet in fi scal 2012?
The Board of Directors met six times during fi scal 2012. Each director attended at least 75% of the meetings of the Board and the
committees of which he or she was a member and that were held during the period he or she served as a director.
What is the Board’s policy regarding director attendance
attheAnnualMeetingofShareholders?
The Board of Director’s policy is that all directors should attend the Annual Meeting and 8 of the Company’s 11 thendirectors attended
the 2012 Annual Meeting .
How does the Board select nominees for the Board?
The Nominating and Governance Committee considers candidates
for Board membership suggested by its members and other
Board members, as well as management and shareholders.
The Committee’s charter provides that it may retain a third-party
executive search fi rm to identify candidates from time to time.
In accordance with our Governance Principles, our Board seeks
members from diverse professional backgrounds who combine
a broad spectrum of experience and expertise with a reputation
for integrity. Directors should have experience in positions with
a high degree of responsibility, be leaders in the companies or
institutions with which they are affi liated and are selected based
upon contributions they can make to the Board and management.
The Committee’s assessment of a proposed candidate will include
a review of the person’s judgment, experience, independence,
understanding of the Company’s business or other related industries
and such other factors as the Nominating and Governance
Committee determines are relevant in light of the needs of the
Board of Directors. The Committee believes that its nominees
should refl ect a diversity of experience, gender, race, ethnicity
and age. The Board does not have a specifi c policy regarding
director diversity. The Committee also considers such other
relevant factors as it deems appropriate, including the current
composition of the Board, the balance of management and
independent directors, the need for Audit Committee expertise and
the evaluations of other prospective nominees, if any. In connection
with this evaluation, it is expected that each Committee member
will interview the prospective nominee in person or by telephone
before the prospective nominee is presented to the full Board
for consideration. After completing this evaluation and interview
process, the Committee will make a recommendation to the full
Board as to the person(s) who should be nominated by the Board,
and the Board determines the nominee(s) after considering the
recommendation and report of the Committee.
We believe that each of our directors has met the guidelines
set forth in the Governance Principles. As noted in the director
biographies that follow this section, our directors have experience,
qualifi cations and skills across a wide range of public and private
companies, possessing a broad spectrum of experience both
individually and collectively.
Michael J. Cavanagh was appointed to the Board of Directors
by our Board effective November16,2012. He is standing for
election to the Board by our shareholders for the fi rst time. The
full Board is recommending his election as a director.
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 2014 Annual Meeting, a shareholder must notify YUM’s
Secretary no later than February14 ,2014. 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 64 .
What is the Board’s l eadership s tructure?
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 best
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 unifi ed 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
August2012, the Board created a new position of lead director, after