Pizza Hut 2013 Annual Report Download - page 42

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YUM! BRANDS, INC.-2014Proxy Statement20
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
specific 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 officers (“NEOs”) as disclosed
in this proxy statement.
We urge shareholders to read the Compensation Discussion
and Analysis beginning at page 28, the compensation tables
beginning at page 44 and the narrative discussion following
the compensation tables.
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.
The Compensation Discussion and Analysis section of this
proxy statement, beginning on page 28 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.