Pizza Hut 2012 Annual Report Download - page 37

YUM! BRANDS, INC.-2013Proxy Statement 19
Proxy Statement
ITEM3ADVISORY VOTE ON EXECUTIVE COMPENSATION
What is the Company’s policy regarding the approval of audit
and non-audit services?
The Audit Committee has implemented a policy for the pre-approval
of all audit and permitted non-audit services, including tax services,
proposed to be provided to the Company by its independent
auditors. Under the policy, the Audit Committee may approve
engagements on a case-by-case basis or pre-approve engagements
pursuant to the Audit Committee’s pre-approval policy. The Audit
Committee may delegate pre-approval authority to one of its
independent members, and has currently delegated pre-approval
authority up to certain amounts to its Chair.
Pre-approvals for services are granted at the JanuaryAudit
Committee meeting each year. In considering pre-approvals, the
Audit Committee reviews a description of the scope of services
falling within pre-designated services and imposes specifi c budgetary
guidelines. Pre-approvals of designated services are generally
effective for the succeeding 12months. Any incremental audit or
permitted non-audit services which are expected to exceed the
relevant budgetary guideline must be pre-approved.
The Corporate Controller monitors services provided by the
independent auditors and overall compliance with the pre-approval
policy. The Corporate Controller reports periodically to the Audit
Committee about the status of outstanding engagements, including
actual services provided and associated fees, and must promptly
report any non-compliance with the pre-approval policy to the
Chair of the Audit Committee.
The complete policy is available on the Company’s website at
www.yum.com/investors/governance/media/gov_auditpolicy.pdf.
ITEM3 Advisory Vote On Executive Compensation
(Item3ontheProxyCard)
What am I voting on?
In accordance with SEC rules, we are asking shareholders
to approve, on a non-binding basis, the compensation of the
Company’s named executive offi cers (“Named Executive Offi cers”)
as disclosed in this proxy statement under the Compensation
Discussion and Analysis beginning at page 30 , the compensation
tables beginning at page 44 and the narrative discussion following
the compensation tables.
We Continued to Deliver Strong Business Results in 2012
In 2012, our global portfolio of leading brands once again delivered
strong results highlighted by the following:
• Achieved strong year-over-year growth in earnings per share
(excluding special items) of 13%—marking the eleventh
consecutive year that we exceeded our annual target of at
least 10%
• Opened a record 1,976 new restaurants outside the UnitedStates
• Grew operating profi ts by 12% (prior to special items and foreign
currency translation)
•Generated $1.6billion in net income—a new high
Our Performance-Based Executive Compensation Program Attracts and Retains Strong
Leaders and Closely Aligns with Our Shareholders’ Interests
Our performance-based executive compensation program is
designed to attract, reward and retain the talented leaders necessary
for our Company to succeed in the highly competitive market for
talent, while maximizing shareholder returns. This approach has
made our management team a key driver in the Company’s strong
performance over both the long and short term. We believe that
our compensation program has attracted and retained strong
leaders, and is closely aligned with the interests of our shareholders.
We urge you to read the Compensation Discussion and Analysis
section of this proxy statement, beginning on page 30 , which
discusses in detail how our compensation policies and procedures
operate and are designed to meet our compensation goals and
how we make our compensation decisions .