Pizza Hut 2015 Annual Report Download - page 26

YUM! BRANDS, INC.-2016Proxy Statement12
Proxy Statement
GOVERNANCE OF THE COMPANY
How do shareholders communicate with the Board?
Shareholders and other parties interested in communicating
directly with individual directors, the non-management
directors as a group or the entire Board may do so by
writing to the Nominating and Governance Committee,
c/o Corporate Secretary, YUM! Brands, Inc., 1441 Gardiner
Lane, Louisville, Kentucky 40213. The Nominating and
Governance Committee of the Board has approved a
process for handling letters received by the Company and
addressed to individual directors, non-management
members of the Board or the Board. Under that process,
the Corporate Secretary of the Company reviews all such
correspondence and regularly forwards to a designated
individual member of the Nominating and Governance
Committee copies of all such correspondence (although
we do not forward commercial correspondence and
correspondence duplicative in nature; however, we will
retain duplicate correspondence and all duplicate
correspondence will be available for directors’ review upon
their request) and a summary of all such correspondence.
The designated director of the Nominating and Governance
Committee will forward correspondence directed to
individual directors as he or she deems appropriate.
Directors may at any time review a log of all correspondence
received by the Company that is addressed to members
of the Board and request copies of any such
correspondence. Written correspondence from shareholders
relating to accounting, internal controls or auditing matters
are immediately brought to the attention of the Company’s
Audit Committee Chair and to the internal audit department
and handled in accordance with procedures established
by the Audit Committee with respect to such matters
(described below). Correspondence from shareholders
relating to Management Planning and Development
Committee matters are referred to the Chair of the
Management Planning and Development Committee.
What are the Company’s policies on reporting of concerns regarding accounting?
The Audit Committee has established policies on reporting
concerns regarding accounting and other matters inaddition
to our policy on communicating with our non-management
directors. Any person, whether or not an employee, who
has a concern about the conduct of the Company or any
of our people, with respect to accounting, internal
accounting controls or auditing matters, may, in a
confidential or anonymous manner, communicate that
concern to our General Counsel, Marc Kesselman. If any
person believes that he or she should communicate with
our Audit Committee Chair, Thomas C. Nelson, he or she
may do so by writing him at c/o YUM! Brands, Inc., 1441
Gardiner Lane, Louisville, KY 40213. In addition, a person
who has such a concern about the conduct of the Company
or any of our employees may discuss that concern on a
confidential or anonymous basis by contacting The Network
at 1 [phone]. The Network is our designated
external contact for these issues and is authorized to
contact the appropriate members of management and/
or the Board of Directors with respect to all concerns it
receives. The full text of our Policy on Reporting of Concerns
Regarding Accounting and Other Matters is available on
our website at www.yum.com/investors/governance/
complaint.asp.