Pizza Hut 2014 Annual Report Download - page 29

effectively maintained through a strong independent Lead responsible for supporting the CEO on corporate strategy,
Director and through the Board’s composition, committee innovative business and brand building ideas along with
system and policy of having regular executive sessions of leadership development. As Executive Chairman,
non-employee directors, all of which are discussed below Mr. Novak also takes leadership working with our Lead
this section. Director in setting the agenda for meetings of the Board and
presides over Board meetings. The Board believes that,
The Nominating and Governance Committee reviews the given the proven leadership capabilities, breadth of industry
Board’s leadership structure annually together with an experience and business success of both Mr. Creed and
evaluation of the performance and effectiveness of the Mr. Novak as well as taking into consideration that
Board of Directors. The Board retains the authority to modify Mr. Creed is new to the CEO role, the Company is best
its Board leadership structure to address our Company’s served at this point in time with a leadership structure that
circumstances and advance the best interests of the separates the roles of CEO and Chairman of the Board.
Company and its stockholders as and when appropriate.
The Board’s annual self-evaluation includes questions The Board created a new position of Lead Director in
regarding the Board’s opportunities for open August 2012, after its annual review which included
communication and effectiveness of executive sessions. engaging in dialogue and receiving input from a number of
major shareholders. The Lead Director position is
David Novak served as Chairman of the Board and CEO of structured so that one independent Board member is
the Company until January 1, 2015. As discussed in more empowered with sufficient authority to ensure independent
detail in last year’s Proxy Statement, the Board believed oversight of the Company and its management. The Lead
that combining these positions served the best interests of Director position has no term limit and is subject only to
the Company. annual approval by the independent members of the Board.
Effective January 1, 2015, the Board appointed Greg Creed The Board has appointed Thomas Ryan to serve as the
as CEO to succeed Mr. Novak. Contemporaneous with this Lead Director, and has concluded that Mr. Ryan, who also
appointment, the Board appointed Mr. Novak Executive chairs the Nominating and Governance Committee, has
Chairman. Under this structure, Mr. Creed is responsible for provided effective oversight in this role. In addition, to
leading the Company’s strategies, organization design, assure effective independent oversight, the Board has
people development and culture and for providing the adopted a number of governance practices discussed
day-to-day leadership over operations, while Mr. Novak is below.
What are the Company’s governance policies and ethical guidelines?
.................................................................................................................................................................................................................................................................................................................................................................................
•Board Committee Charters. The Audit, Management to the highest standards of business conduct. The Code
Planning and Development and Nominating and of Conduct also sets forth information and procedures for
Governance Committees of the YUM Board of Directors employees to report ethical or accounting concerns,
operate pursuant to written charters. These charters were misconduct or violations of the Code of Conduct in a
approved by the Board of Directors and reflect certain confidential manner. The Code of Conduct applies to the
best practices in corporate governance. These charters Board of Directors and all employees of the Company,
comply with the requirements of the NYSE. Each charter including the principal executive officer, the principal
is available on the Company’s website at www.yum.com/ financial officer and the principal accounting officer. Our
investors/governance/charters.asp. directors and the senior-most employees in the Company
are required to regularly complete a conflicts of interest
•Corporate Governance Principles. The Board of questionnaire and certify in writing that they have read
Directors has documented its corporate governance and understand the Code of Conduct. The Code of
guidelines in the YUM! Brands, Inc. Corporate Conduct is available on the Company’s website at
Governance Principles. These guidelines as amended www.yum.com/investors/governance/conduct.asp. The
are available on the Company’s website at Company intends to post amendments to or waivers from
www.yum.com/investors/governance/principles.asp. its Code (to the extent applicable to the Board of Directors
•Ethical Guidelines. YUM’s Worldwide Code of Conduct or executive officers) on this website.
was adopted to emphasize the Company’s commitment
What other significant Board practices does the Company have?
.................................................................................................................................................................................................................................................................................................................................................................................
•Private Executive Sessions. Our non-management Lead Director. Our independent directors meet in
directors meet in executive session at each regular Board executive session at least once per year.
meeting. The executive sessions are attended only by the •Role of Lead Director. Our corporate governance
non-management directors and are presided over by the guidelines require the election, by the independent
2015 Proxy Statement YUM! BRANDS, INC. 7
GOVERNANCE OF THE COMPANY
Proxy Statement