Pizza Hut 2015 Annual Report Download - page 39

YUM! BRANDS, INC.-2016Proxy Statement 25
Proxy Statement
MATTERS REQUIRING SHAREHOLDER ACTION
What is the Company’s policy regarding the approval of audit and non-audit
services?
The Audit Committee has implemented a policy for the
pre-approval of all audit and permitted non-audit services,
including tax services, proposed to be provided to the
Company by its independent auditors. Under the policy,
the Audit Committee may approve engagements on a
case-by-case basis or pre-approve engagements pursuant
to the Audit Committee’s pre-approval policy. The Audit
Committee may delegate pre-approval authority to one of
its independent members, and has currently delegated
pre-approval authority up to certain amounts to its Chair.
Pre-approvals for services are granted at the January Audit
Committee meeting each year. In considering pre-approvals,
the Audit Committee reviews a description of the scope of
services falling within pre-designated services and imposes
specific budgetary guidelines. Pre-approvals of designated
services are generally effective for the succeeding 12 months.
Any incremental audit or permitted non-audit services which
are expected to exceed the relevant budgetary guideline
must be pre-approved.
The Corporate Controller monitors services provided by
the independent auditors and overall compliance with the
pre-approval policy. The Corporate Controller reports
periodically to the Audit Committee about the status of
outstanding engagements, including actual services provided
and associated fees, and must promptly report any non-
compliance with the pre-approval policy to the Chair of the
Audit Committee.
The complete policy is available on the Company’s website
at www.yum.com/investors/governance/media/gov_
auditpolicy.pdf.
ITEM 3 Advisory Vote on Executive Compensation
(Item 3 on the Proxy Card)
What am I voting on?
In accordance with SEC rules, we are asking shareholders to approve, on a non-binding basis, the compensation of the
Company’s Named Executive Officers as disclosed in this proxy statement.
Our Performance-Based Executive Compensation Program Attracts and Retains Strong
Leaders and Closely Aligns with Our Shareholders’ Interests
Our performance-based executive compensation program
is designed to attract, reward and retain the talented leaders
necessary for our Company to succeed in the highly
competitive market for talent, while maximizing shareholder
returns. This approach has made our management team
a key driver in the Company’s strong performance over
both the long and short term. We believe that our
compensation program has attracted and retained strong
leaders, and is closely aligned with the interests of our
shareholders.
In deciding how to vote on this proposal, we urge you to
read the Compensation Discussion and Analysis section
of this proxy statement, beginning on page 39, which
discusses in detail how our compensation policies and
procedures operate and are designed to meet our
compensation goals and how our Management Planning
and Development Committee makes compensation decisions
under our programs.
Accordingly, we ask our shareholders to vote in favor of the
following resolution at the Annual Meeting:
RESOLVED, that the shareholders approve, on an
advisory basis, the compensation awarded to our Named
Executive Officers, as disclosed pursuant to SEC rules,
including the Compensation Discussion and Analysis,
the compensation tables and related materials included
in this proxy statement.
What vote is required to approve this proposal?
Approval of this proposal requires the affirmative vote of a
majority of shares present in person or represented by proxy
and entitled to vote at the Annual Meeting. While this vote
is advisory and non-binding on the Company, the Board of
Directors and the Management Planning and Development
Committee will review the voting results and consider