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YUM! BRANDS, INC.-2016Proxy Statement 13
Proxy Statement
GOVERNANCE OF THE COMPANY
What are the Committees of the Board?
The Board of Directors has standing Audit, Management Planning and Development, Nominating and Governance and
Executive/Finance Committees.
Name of Committee
and Members Functions of the Committee
Number of Meetings
in Fiscal 2015
Audit:
Thomas C. Nelson, Chair
Michael J. Cavanagh*
Brian C. Cornell*
Keith Meister*
Jonathan S. Linen
P. Justin Skala
Elane B. Stock
•Possesses sole authority regarding the selection and retention of independent
auditors
•Reviews and has oversight over the Company’s internal audit function
•Reviews and approves the cost and scope of audit and non-audit services
provided by the independent auditors
•Reviews the independence, qualification and performance of the independent
auditors
•Reviews the adequacy of the Company’s internal systems of accounting and
financial control
•Reviews the annual audited financial statements and results of the audit with
management and the independent auditors
•Reviews the Company’s accounting and financial reporting principles and
practices including any significant changes
•Advises the Board with respect to Company policies and procedures
regarding compliance with applicable laws and regulations and the Company’s
Worldwide Code of Conduct and Policy on Conflicts of Interest
•Discusses with management the Company’s policies with respect to risk
assessment and risk management. Further detail about the role of the Audit
Committee in risk assessment and risk management is included in the section
entitled “What is the Board’s role in risk oversight?” set forth on page 10.
10
The Board of Directors has determined that all of the members of the Audit Committee are independent within the meaning
of applicable SEC regulations and the listing standards of the NYSE and that Mr. Nelson, the chair of the Committee, is
qualified as an audit committee financial expert within the meaning of SEC regulations. The Board has also determined
that Mr. Nelson has accounting and related financial management expertise within the meaning of the listing standards
of the NYSE and that each member is financially literate within the meaning of the listing standards of the NYSE.
*Brian C. Cornell and Michael Cavanagh were each appointed Audit Committee members effective September 18, 2015.
Keith Meister and P. Justin Skala were appointed Audit Committee members effective November 19, 2015 and March 4,
2016, respectively.
Name of Committee
and Members Functions of the Committee
Number of Meetings
in Fiscal 2015
Management Planning
and Development:
Robert D. Walter, Chair
David W. Dorman
Massimo Ferragamo
Mirian M. Graddick-Weir*
Thomas M. Ryan
Elane B. Stock*
•Oversees the Company’s executive compensation plans and programs and
reviews and recommends changes to these plans and programs
•Monitors the performance of the chief executive officer and other senior
executives in light of corporate goals set by the Committee
•Reviews and approves the compensation of the chief executive officer and
other senior executive officers
•Reviews management succession planning
4
The Board has determined that all of the members of the Management Planning and Development Committee are
independent within the meaning of the listing standards of the NYSE.
*Mirian Graddick-Weir and Elane B. Stock were each appointed Management Planning and Development Committee
members effective September 18, 2015 and January 28, 2015, respectively.