Pizza Hut 2014 Annual Report Download - page 30

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directors, of a Lead Director. The Lead Director position is are, to the extent practical, distributed to the directors
structured so that one independent Board member is sufficiently in advance of the meeting to allow careful
empowered with sufficient authority to ensure review prior to the meeting.
independent oversight of the Company and its •Board and Committees’ Evaluations. The Board has
management. The Lead Director position has no term an annual self-evaluation process that is led by the
limit and is subject only to annual approval by the Nominating and Governance Committee. This
independent members of the Board. Based upon the assessment focuses on the Board’s contribution to the
recommendation of the Nominating and Governance Company and emphasizes those areas in which the
Committee, the Board has determined that the Lead Board believes a better contribution could be made. In
Director is responsible for: addition, the Audit, Management Planning and
(a) Presiding at all executive sessions of the Board Development and Nominating and Governance
and any other meeting of the Board at which the Committees also each conduct similar annual
Chairman is not present, and advising the self-evaluations.
Chairman and CEO of any decisions reached or •Majority Voting Policy. Our Articles of Incorporation
suggestions made at any executive session, require majority voting for the election of directors in
(b) Approving in advance agendas and schedules for uncontested elections. This means that director
Board meetings and the information that is nominees in an uncontested election for directors must
provided to directors, receive a number of votes ‘‘for’’ his or her election in
excess of the number of votes ‘‘against.’’ The Company’s
(c) If requested by major shareholders, being Corporate Governance Principles further provide that any
available for consultations and direct incumbent director who does not receive a majority of
communication, ‘‘for’’ votes will promptly tender to the Board his or her
(d) Serving as a liaison between the Chairman and the resignation from the Board. The resignation will specify
independent directors, and that it is effective upon the Board’s acceptance of the
resignation. The Board will, through a process managed
(e) Calling special meetings of the independent by the Nominating and Governance Committee and
directors. excluding the nominee in question, accept or reject the
•Advance Materials. Information and data important to resignation within 90 days after the Board receives the
the directors’ understanding of the business or matters to resignation. If the Board rejects the resignation, the
be considered at a Board or Board Committee meeting reason for the Board’s decision will be publicly disclosed.
What access do the Board and Board committees have to management and to outside advisors?
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•Access to Management and Employees. Directors advance or otherwise. The Audit Committee has the sole
have full and unrestricted access to the management and authority to retain and terminate the independent auditor.
employees of the Company. Additionally, key members of The Nominating and Governance Committee has the sole
management attend Board meetings to present authority to retain search firms to be used to identify
information about the results, plans and operations of the director candidates. The Management Planning and
business within their areas of responsibility. Development Committee has the sole authority to retain
compensation consultants for advice on executive
•Access to Outside Advisors. The Board and its compensation matters.
committees may retain counsel or consultants without
obtaining the approval of any officer of the Company in
What is the Board’s role in risk oversight?
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The Board maintains overall responsibility for overseeing the Company’s Chief Auditor and the General Counsel. Our
the Company’s risk management, including succession Chief Auditor reports directly to the Chairman of the Audit
planning. In furtherance of its responsibility, the Board has Committee and our Chief Financial Officer. The Audit
delegated specific risk-related responsibilities to the Audit Committee also receives reports at each meeting regarding
Committee and to the Management Planning and legal and regulatory risks from management and meets in
Development Committee. The Audit Committee engages in separate executive sessions with our independent auditors
substantive discussions of risk management at its regular and our Chief Auditor. The Audit Committee provides a
committee meetings held during the year. At these summary to the full Board at each regular Board meeting of
meetings, it receives functional risk review reports covering the risk area reviewed together with any other risk related
significant areas of risk from senior managers responsible subjects discussed at the Audit Committee meeting. In
for these functional areas, as well as receiving reports from addition, our Management Planning and Development
8YUM! BRANDS, INC. 2015 Proxy Statement
GOVERNANCE OF THE COMPANY
Proxy Statement