Pizza Hut 2012 Annual Report Download - page 29

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YUM! BRANDS, INC.-2013Proxy Statement 11
Proxy Statement
GOVERNANCE OF THE COMPANY
What are the committees of the Board?
The Board of Directors has standing Audit, Management Planning and Development, Nominating and Governance and Executive/
Finance Committees.
Name of Committee
and Members Functions of the Committee
Number of Meetings
in Fiscal 2012
Audit:
ThomasC. Nelson, Chair
Mirian M. Graddick-Weir
J.David Grissom
Bonnie G. Hill
JonathanS. Linen
•Possesses sole authority regarding the selection and retention of independent auditors
•Reviews and has oversight over the Company’s internal audit function
•Reviews and approves the cost and scope of audit and non-audit services provided
by the independent auditors
•Reviews the independence, qualifi cation and performance of the independent auditors
•Reviews the adequacy of the Company’s internal systems of accounting and fi nancial
control
•Reviews the annual audited fi nancial statements and results of the audit with
management and the independent auditors
•Reviews the Company’s accounting and fi nancial reporting principles and practices
including any signifi cant changes
•Advises the Board with respect to Company policies and procedures regarding
compliance with applicable laws and regulations and the Company’s Worldwide Code
of Conduct and Policy on Confl icts of Interest
•Discusses with management the Company’s policies with respect to risk assessment
and risk management. Further detail about the role of the Audit Committee in risk
assessment and risk management is included in the section entitled “What is the
Board’s r ole in r isk o versight?” set forth on page 9 .
9
The Board of Directors has determined that all of the members of the Audit Committee are independent within the meaning of applicable
SEC regulations and the listing standards of the NYSE and that Mr.Nelson, the chair of the Committee, is qualifi ed as an audit committee
fi nancial expert within the meaning of SEC regulations. The Board has also determined that Mr.Nelson has accounting and related fi nancial
management expertise within the meaning of the listing standards of the NYSE and that each member is fi nancially literate within the
meaning of the listing standards of the NYSE.
Management Planning
and Development:
Robert D. Walter, Chair
DavidW. Dorman
Massimo Ferragamo
ThomasM. Ryan
•Oversees the Company’s executive compensation plans and programs and reviews
and recommends changes to these plans and programs
•Monitors the performance of the chief executive offi cer and other senior executives in
light of corporate goals set by the Committee
•Reviews and approves the compensation of the chief executive offi cer and other senior
executive offi cers
•Reviews management succession planning
5
The Board has determined that all of the members of the Management Planning and Development Committee are independent within the
meaning of the listing standards of the NYSE.
Nominating and
Governance:
ThomasM. Ryan, Chair
DavidW. Dorman
Massimo Ferragamo
Robert D. Walter
•Identifi es and proposes to the Board suitable candidates for Board membership
•Advises the Board on matters of corporate governance
•Reviews and reassesses from time to time the adequacy of the Company’s Corporate
Governance Principles
•Receives comments from all directors and reports annually to the Board with
assessment ofthe Board’s performance
•Prepares and supervises the Board’s annual review of director independence
3
The Board has determined that all of the members of the Nominating and Governance Committee are independent within the meaning of
the listing standards of the NYSE.
Executive/Finance:
DavidC. Novak, Chair
Thomas C. Nelson
Thomas M. Ryan
Robert D. Walter
•Exercises all of the powers of the Board in the management of the business and affairs
ofthe Company consistent with applicable law while the Board is not in session
—