Pizza Hut 2014 Annual Report Download - page 87

AUDIT COMMITTEE REPORT
Who serves on the Audit Committee of the Board of Directors?
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The members of the Audit Committee are Mirian Committee, is qualified as an audit committee financial
Graddick-Weir, Bonnie G. Hill, Jonathan S. Linen, Elane B. expert within the meaning of SEC regulations. The Board
Stock and Thomas C. Nelson, Chair. has also determined that Mr. Nelson has accounting and
related financial management expertise within the meaning
The Board of Directors has determined that all of the of the listing standards of the NYSE and that each member
members of the Audit Committee are independent within the is financially literate within the meaning of the NYSE listing
meaning of applicable SEC regulations and the listing standards.
standards of the NYSE and that Mr. Nelson, the chair of the
What document governs the activities of the Audit Committee?
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The Audit Committee operates under a written charter any recommended changes are presented to the Audit
adopted by the Board of Directors. The Committee’s Committee for review and approval. The charter is available
responsibilities are set forth in this charter, which was on our Web site at www.yum.com/investors/governance/
amended and restated effective November 22, 2013. The charters.asp.
charter is reviewed by management at least annually, and
What are the responsibilities of the Audit Committee?
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The Audit Committee assists the Board in fulfilling its connection with issues or concerns that arise throughout the
responsibilities for general oversight of the integrity of the year.
Company’s financial statements, the adequacy of the Management is responsible for the Company’s financial
Company’s system of internal controls and procedures and reporting process, including its system of internal control
disclosure controls and procedures, the Company’s risk over financial reporting, and for the preparation of
management, the Company’s compliance with legal and consolidated financial statements in accordance with
regulatory requirements, the independent auditors’ accounting principles generally accepted in the U.S. The
qualifications and independence and the performance of Company’s independent auditors are responsible for
the Company’s internal audit function and independent auditing those financial statements in accordance with
auditors. The Committee has sole authority over the professional standards and expressing an opinion as to
selection of the Company’s independent auditors and their material conformity with U.S. generally accepted
manages the Company’s relationship with its independent accounting principles and for auditing the effectiveness of
auditors (who report directly to the Committee). The the Company’s internal control over financial reporting. The
Committee has the authority to obtain advice and Committee’s responsibility is to monitor and review the
assistance from outside legal, accounting or other advisors Company’s financial reporting process and discuss
as the Committee deems necessary to carry out its duties management’s report on the Company’s internal control
and receive appropriate funding, as determined by the over financial reporting. It is not the Committee’s duty or
Committee, from the Company for such advice and responsibility to conduct audits or accounting reviews or
assistance. procedures. The Committee has relied, without
The Committee met 9 times during 2014. The Committee independent verification, on management’s representations
schedules its meetings with a view to ensuring that it that the financial statements have been prepared with
devotes appropriate attention to all of its tasks. The integrity and objectivity and in conformity with accounting
Committee’s meetings generally include private sessions principles generally accepted in the U.S. and that the
with the Company’s independent auditors and with the Company’s internal control over financial reporting is
Company’s internal auditors, in each case without the effective. The Committee has also relied, without
presence of the Company’s management, as well as independent verification, on the opinion of the independent
executive sessions consisting of only Committee members. auditors included in their report regarding the Company’s
In addition to the scheduled meetings, senior management financial statements and effectiveness of internal control
confers with the Committee or its Chair from time to time, as over financial reporting.
senior management deems advisable or appropriate, in
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Proxy Statement