Pizza Hut 2015 Annual Report Download - page 93

Download and view the complete annual report

Please find page 93 of the 2015 Pizza Hut annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 186

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186

YUM! BRANDS, INC.-2016Proxy Statement 79
Proxy Statement
AUDIT COMMITTEE REPORT
Who serves on the Audit Committee of the Board of Directors?
The members of the Audit Committee are Michael Cavanagh,
Brian Cornell, Jonathan S. Linen, Keith Meister, P. Justin
Skala and ThomasC. Nelson, Chair. (Mr. Skala was appointed
to the committee on March 4, 2016 after the committee had
approved this report and, therefore, did not sign the report.)
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 NYSE listing standards.
What document governs the activities of the Audit Committee?
The Audit Committee operates under a written charter
adopted by the Board of Directors. The Committee’s
responsibilities are set forth in this charter, which was
amended and restated effective November 22, 2013. The
charter is reviewed by management at least annually, and
any recommended changes are presented to the Audit
Committee for review and approval. The charter is available
on our Web site at www.yum.com/investors/governance/
charters.asp.
What are the responsibilities of the Audit Committee?
The Audit Committee assists the Board in fulfilling its
responsibilities for general oversight of the integrity of the
Company’s financial statements, the adequacy of the
Company’s system of internal controls and procedures and
disclosure controls and procedures, the Company’s risk
management, the Company’s compliance with legal and
regulatory requirements, the independent auditors’
qualifications and independence and the performance of
the Company’s internal audit function and independent
auditors. The Committee has the authority to obtain advice
and assistance from outside legal, accounting or other
advisors as the Committee deems necessary to carry out
its duties and receive appropriate funding, as determined
by the Committee, from the Company for such advice and
assistance.
The Committee has sole authority over the selection of the
Company’s independent auditors and manages the
Company’s relationship with its independent auditors (who
report directly to the Committee). KPMG LLP has served
as the Company’s independent auditors since the date of
the Company’s inception in 1997. Each year, the Committee
evaluates the performance, qualifications and independence
of the independent auditors. In doing so, the Committee
considers the quality of the services provided by the
independent auditors, its capabilities and technical expertise
and knowledge of the Company’s operations and industry.
The Committee met 10 times during 2015. The Committee
schedules its meetings with a view to ensuring that it devotes
appropriate attention to all of its tasks. The Committee’s
meetings generally include private sessions with the
Company’s independent auditors and with the Company’s
internal auditors, in each case without the presence of the
Company’s management, as well as executive sessions
consisting of only Committee members. In addition to the
scheduled meetings, senior management confers with the
Committee or its Chair from time to time, as senior
management deems advisable or appropriate, in connection
with issues or concerns that arise throughout the year.
Management is responsible for the Company’s financial
reporting process, including its system of internal control
over financial reporting, and for the preparation of
consolidated financial statements in accordance with
accounting principles generally accepted in the U.S. The
Company’s independent auditors are responsible for auditing
those financial statements in accordance with professional
standards and expressing an opinion as to their material
conformity with U.S. generally accepted accounting principles
and for auditing the effectiveness of the Company’s internal
control over financial reporting. The Committee’s responsibility
is to monitor and review the Company’s financial reporting