Pizza Hut 2015 Annual Report Download - page 28

YUM! BRANDS, INC.-2016Proxy Statement14
Proxy Statement
GOVERNANCE OF THE COMPANY
Name of Committee
and Members Functions of the Committee
Number of Meetings
in Fiscal 2015
Nominating and
Governance:
Thomas M. Ryan, Chair
David W. Dorman
Massimo Ferragamo
Mirian M. Graddick-Weir
Elane B. Stock
Robert D. Walter
•Identifies and proposes to the Board suitable candidates for Board membership
•Advises the Board on matters of corporate governance
•Reviews and reassesses from time to time the adequacy of the Company’s
Corporate Governance Principles
•Receives comments from all directors and reports annually to the Board with
assessment of the Board’s performance
•Prepares and supervises the Board’s annual review of director independence
4
The Board has determined that all of the members of the Nominating and Governance Committee are independent within
the meaning of the listing standards of the NYSE.
Name of Committee
and Members Functions of the Committee
Number of Meetings
in Fiscal 2015
Executive/Finance:
David C. Novak, Chair
Thomas C. Nelson
Thomas M. Ryan
Robert D. Walter
•Exercises all of the powers of the Board in the management of the business and
affairs of the Company consistent with applicable law while the Board is not in
session
—
How are directors compensated?
Employee Directors. Employee directors do not receive
additional compensation for serving on the Board of Directors.
Non-Employee Directors Annual Compensation. The annual
compensation for each director who is not an employee of
YUM is discussed under “Director Compensation” beginning
on page 75.
What are the Company’s policies and procedures with respect to related person
transactions?
Under the Company’s policies and procedures for the review
of related person transactions the Nominating and
Governance Committee reviews related person transactions
in which we are or will be a participant to determine if they
are in the best interests of our shareholders and the Company.
Transactions, arrangements, or relationships or any series
of similar transactions, arrangements or relationships in
which a related person had or will have a material interest
and that exceed $100,000 are subject to the Committee’s
review. Any member of the Nominating and Governance
Committee who is a related person with respect to a
transaction under review may not participate in the
deliberation or vote respecting approval or ratification of
the transaction.
Related persons are directors, director nominees, executive
officers, holders of 5% or more of our voting stock and their
immediate family members. Immediate family members are
spouses, parents, stepparents, children, stepchildren,
siblings, daughters-in-law, sons-in-law and any person,
other than a tenant or domestic employee, who resides in
the household of a director, director nominee, executive
officer or holder of 5% or more of our voting stock.
After its review, the Nominating and Governance Committee
may approve or ratify the transaction. The policies and
procedures provide that certain transactions are deemed
to be pre-approved even if they will exceed $100,000.
These transactions include employment of executive officers,
director compensation, and transactions with other
companies if the aggregate amount of the transaction does
not exceed the greater of $1 million or 2% of that company’s
total revenues and the related person is not an executive
officer of the other company.