Pizza Hut 2015 Annual Report Download - page 21

YUM! BRANDS, INC.-2016Proxy Statement 7
Proxy Statement
GOVERNANCE OF THE COMPANY
What is the composition of the Board of Directors and how often are members
elected?
Our Board of Directors presently consists of 15 directors whose terms expire at this Annual Meeting. Messrs. Ferragamo,
Novak and Su will be retiring and are not standing for re-election at the Annual Meeting.
As discussed in more detail later in this section, the Board has determined that 11 of the 12 current directors standing
for election are independent under the rules of the New York Stock Exchange (“NYSE”).
How often did the Board meet in fiscal 2015?
The Board of Directors met 10 times during fiscal 2015. 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?
The Board of Director’s policy is that all directors should attend the Annual Meeting and all 12 directors on the Board
during the 2015 Annual Meeting were in attendance.
How does the Board select nominees for the Board?
The Nominating and Governance Committee considers
candidates for Board membership suggested by its members
and other Board members, as well as management and
shareholders. The Committee’s charter provides that it may
retain a third-party executive search firm to identify candidates
from time to time.
In accordance with the Governance Principles, our Board
seeks members from diverse professional backgrounds
who combine a broad spectrum of experience and expertise
with a reputation for integrity. Directors should have
experience in positions with a high degree of responsibility,
be leaders in the companies or institutions with which they
are affiliated and are selected based upon contributions
they can make to the Board and management. The
Committee’s assessment of a proposed candidate will
include a review of the person’s judgment, experience,
independence, understanding of the Company’s business
or other related industries and such other factors as the
Nominating and Governance Committee determines are
relevant in light of the needs of the Board of Directors. The
Committee believes that its nominees should reflect a
diversity of experience, gender, race, ethnicity and age. The
Board does not have a specific policy regarding director
diversity. The Committee also considers such other relevant
factors as it deems appropriate, including the current
composition of the Board, the balance of management and
independent directors, the need for Audit Committee
expertise and the evaluations of other prospective nominees,
if any. In connection with this evaluation, it is expected that
each Committee member will interview the prospective
nominee in person or by telephone before the prospective
nominee is presented to the full Board for consideration.
After completing this evaluation and interview process, the
Committee will make a recommendation to the full Board
as to the person(s) who should be nominated by the Board,
and the Board determines the nominee(s) after considering
the recommendation and report of the Committee.
We believe that each of our directors has met the guidelines
set forth in the Governance Principles. As noted in the
director biographies that follow this section, our directors
have experience, qualifications and skills across a wide
range of public and private companies, possessing a broad
spectrum of experience both individually and collectively.
Brian C. Cornell, Keith Meister and P. Justin Skala were
appointed to the Board effective September 18, 2015,
October 15, 2015 and January 28, 2016, respectively.
Messrs. Cornell, Meister and Skala will stand for election
to the Board by our shareholders for the first time. The full
Board is recommending their election as directors. Mr.Cornell
was recommended to our Nomination and Governance
Committee by our Chief Executive Officer, Mr. Meister was
recommended by a shareholder and a non-management
member of our Board, and Mr. Skala was recommended
by a third party search firm and a non-management member
of our Board.
For a shareholder to submit a candidate for consideration
by the Nominating and Governance Committee, a shareholder
must notify YUM’s Corporate Secretary, YUM! Brands, Inc.,
1441 Gardiner Lane, Louisville, Kentucky 40213.
The recommendation must contain the information described
on page 82.