Pizza Hut 2013 Annual Report Download - page 29

YUM! BRANDS, INC.-2014Proxy Statement 7
Proxy Statement
GOVERNANCE OF THE COMPANY
How often did the Board meet in fiscal 2013?
The Board of Directors met 7 times during fiscal 2013. 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 11 of the Company’s 12 current
directors attended the 2013 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 firm to identify
candidates from time to time.
In accordance with the 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 affiliated 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
reflect a diversity of experience, gender, race, ethnicity and
age. The Board does not have a specific 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, qualifications and skills across a wide
range of public and private companies, possessing a broad
spectrum of experience both individually and collectively.
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 2015 Annual Meeting, a shareholder must
notify YUM’s Secretary no later than January 31, 2015.
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 65.
What is the Board’s leadership structure?
The Company’s 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