Pizza Hut 2013 Annual Report Download - page 34

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YUM! BRANDS, INC.-2014Proxy Statement12
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 2013
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, qualification and performance of the independent auditors
•Reviews the adequacy of the Company’s internal systems of accounting and
financial control
•Reviews the annual audited financial statements and results of the audit with
management and the independent auditors
•Reviews the Company’s accounting and financial reporting principles and
practices including any significant 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 Conflicts 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 role in risk oversight?” 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 qualified as an audit committee financial expert within the meaning of SEC regulations. The Board has
also determined that Mr. Nelson has accounting and related financial management expertise within the meaning of the
listing standards of the NYSE and that each member is financially 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 officer and other senior
executives in light of corporate goals set by the Committee
•Reviews and approves the compensation of the chief executive officer and other
senior executive officers
•Reviews management succession planning
4
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
•Identifies 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
—