Pizza Hut 2013 Annual Report Download - page 28

YUM! BRANDS, INC.-2014Proxy Statement6
Proxy Statement
GOVERNANCE OF THE COMPANY
The business and affairs of YUM are managed under the direction of the Board of Directors� The Board believes that
good corporate governance is a critical factor in achieving business success and in fulfilling the Board’s responsibilities to
shareholders. The Board believes that its practices align management and shareholder interests.
The corporate governance section of the Company website makes available the Company’s corporate governance materials,
including the Corporate Governance Principles (the “Principles”), the Company’s Articles of Incorporation and By-Laws, the
charters for each Board committee, the Company’s Worldwide Code of Conduct, the Company’s Political Contributions
and U.S. Government Advocacy Policy, and information about how to report concerns about the Company. To access
these documents on the Company’s website, www.yum.com, click on “Investors” and then “Corporate Governance”.
Highlights of our corporate governance practices are described below.
Governance Highlights
Corporate Governance
•11DirectorNominees
•8IndependentDirectorNominees
• Directorswithexperience,
qualificationsandskillsacross
awiderangeofpublicandprivate
companies
• BoardAccesstoSeniorManagement
andIndependentAdvisors
• IndependentLeadDirector
• IndependentBoardCommittees
• ExecutiveSessionsofIndependent
DirectorsateveryregularBoardand
Committeemeeting
• RiskOversightbyBoardandits
Committees
• AnnualBoardandCommitteeSelf-
Evaluations
• AllDirectorsAttendedatleast75%of
MeetingsHeld
• YUM’sWorldwideCodeofConduct
•PoliticalContributionsandU.S.
GovernmentAdvocacyPolicy
• AuditCommitteeComplaintProcedures
PolicyregardingAccountingMatters
Shareholder Rights
•AnnualElectionofDirectors
• MajorityVotingofDirectors
•ShareholderCommunication
Processforcommunicating
withBoard
• ActiveShareholder
Engagement
Compensation
•ExecutiveCompensationis
HighlyPerformanceBased
toAlignwithShareholder
InterestsandPromote
CompanyBusinessStrategy
• AtRiskPayTiedto
Performance
• StrongStockOwnership
Guidelines
• NoEmploymentAgreements
orGuaranteedBonuses
• CompensationRecovery
Policy-“Clawback”
ProvisionsapplytoEquity
andBonusAwards
• Doubletriggervestingupon
ChangeinControlfornew
optionandSARawards
• Noexcisetaxgrossups
What is the composition of the Board of Directors
andhowoftenarememberselected?
Our Board of Directors presently consists of 12 directors whose terms expire at this Annual Meeting. Mr. Grissom will be
retiring and is not standing for re-election at the Annual Meeting.
As discussed in more detail later in this section, the Board has determined that 8 of the 11 current directors standing for
re-election are independent under the rules of the New York Stock Exchange (“NYSE”).