Pizza Hut 2014 Annual Report Download - page 28

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What is the composition of the Board of Directors and how often are members elected?
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Our Board of Directors presently consists of 13 directors whose terms expire at this Annual Meeting. Ms. Hill 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 12 current directors standing for re-election
are independent under the rules of the New York Stock Exchange (‘‘NYSE’’). Michael Cavanagh will become independent on
May 15, 2015. See page 9 regarding discussion of Mr. Cavanagh becoming independent.
How often did the Board meet in fiscal 2014?
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The Board of Directors met 6 times during fiscal 2014. 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?
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The Board of Director’s policy is that all directors should attend the Annual Meeting and all 12 directors on the Board during the
2014 Annual Meeting were in attendance.
How does the Board select nominees for the Board?
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The Nominating and Governance Committee considers Committee member will interview the prospective nominee
candidates for Board membership suggested by its in person or by telephone before the prospective nominee is
members and other Board members, as well as presented to the full Board for consideration. After
management and shareholders. The Committee’s charter completing this evaluation and interview process, the
provides that it may retain a third-party executive search Committee will make a recommendation to the full Board as
firm to identify candidates from time to time. to the person(s) who should be nominated by the Board,
and the Board determines the nominee(s) after considering
In accordance with the Principles, our Board seeks the recommendation and report of the Committee.
members from diverse professional backgrounds who
combine a broad spectrum of experience and expertise with We believe that each of our directors has met the guidelines
a reputation for integrity. Directors should have experience set forth in the Governance Principles. As noted in the
in positions with a high degree of responsibility, be leaders director biographies that follow this section, our directors
in the companies or institutions with which they are affiliated have experience, qualifications and skills across a wide
and are selected based upon contributions they can make range of public and private companies, possessing a broad
to the Board and management. The Committee’s spectrum of experience both individually and collectively.
assessment of a proposed candidate will include a review of Elane B. Stock was appointed to the Board effective
the person’s judgment, experience, independence, November 20, 2014. She is standing for election to the
understanding of the Company’s business or other related Board by our shareholders for the first time. The full Board is
industries and such other factors as the Nominating and recommending her election as a director.
Governance Committee determines are relevant in light of
the needs of the Board of Directors. The Committee For a shareholder to submit a candidate for consideration by
believes that its nominees should reflect a diversity of the Nominating and Governance Committee, a shareholder
experience, gender, race, ethnicity and age. The Board must notify YUM’s Corporate Secretary. To make a director
does not have a specific policy regarding director diversity. nomination at the 2016 Annual Meeting, a shareholder must
The Committee also considers such other relevant factors notify YUM’s Secretary no later than February 1, 2016.
as it deems appropriate, including the current composition Notices should be sent to: Corporate Secretary, YUM!
of the Board, the balance of management and independent Brands, Inc., 1441 Gardiner Lane, Louisville, Kentucky
directors, the need for Audit Committee expertise and the 40213. The nomination must contain the information
evaluations of other prospective nominees, if any. In described on page 67.
connection with this evaluation, it is expected that each
What is the Board’s leadership structure?
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The Company’s Principles provide that the CEO may serve an independent Lead Director. Our Board believes that
as Chairman of the Board. These Principles also provide for Board independence and oversight of management are
6YUM! BRANDS, INC. 2015 Proxy Statement
GOVERNANCE OF THE COMPANY
Proxy Statement