Chipotle 2008 Annual Report Download - page 76

CORPORATE GOVERNANCE
Our Board of Directors has adopted a number of policies to support our values and provide for good
corporate governance, including our Corporate Governance Guidelines, which set forth our principles of
corporate governance; our Board committee charters; the Chipotle Mexican Grill Code of Conduct, which applies
to all Chipotle officers, directors and employees; and separate Codes of Ethics for our directors, our Co-Chief
Executive Officers, our Chief Financial Officer and our principal accounting officer. The Corporate Governance
Guidelines, Code of Conduct, and each of the Codes of Ethics are available on the Investors page of our
corporate website at www.chipotle.com under the Corporate Governance link, and we will provide any of these
documents in print to any shareholder who requests them by writing to our corporate Secretary.
If we make any substantive amendment to, or grant a waiver from, a provision of the Code of Conduct or
our Codes of Ethics that apply to our executive officers or our principal accounting officer, we will satisfy the
applicable SEC disclosure requirement by promptly disclosing the nature of the amendment or waiver on the
Investors page of our website at www.chipotle.com.
Chairman of the Board
Mr. Ells, our founder and Co-Chief Executive Officer, also serves as Chairman of the Board. The Chairman
of the Board presides at all meetings of the Board and exercises and performs such other powers and duties as
may be periodically assigned to him in that capacity by the Board or prescribed by our bylaws.
Lead Director
In December 2006, the Board appointed Mr. Baldocchi as the Lead Director. The Lead Director chairs
Board meetings during any sessions conducted as executive sessions without employee members of management
being present. The Lead Director also consults with the Chairman, the Co-Chief Executive Officers and the Chief
Financial Officer on business issues, and with the Nominating and Corporate Governance Committee on Board
management.
How to Contact the Board of Directors
Any shareholder or other interested party may contact the Board of Directors, including the Lead Director or
the non-employee directors as a group, or any individual director or directors, by writing to the intended
recipient(s) in care of Chipotle Mexican Grill, Inc., 1401 Wynkoop Street, Suite 500, Denver, CO 80202,
Attention: Corporate Secretary. Any communication to report potential issues regarding accounting, internal
controls and other auditing matters will be directed to the Audit Committee. Our corporate Secretary or general
counsel will review and sort communications before forwarding them to the addressee(s), although
communications that do not, in the opinion of the Secretary or our general counsel, deal with the functions of the
Board or a committee or do not otherwise warrant the attention of the addressees may not be forwarded.
Executive Sessions
Non-management directors met in executive session without management at the end of each regularly-
scheduled Board meeting during 2008. Mr. Baldocchi, as Lead Director, chaired the non-employee executive
sessions of the Board held during 2008. The Board expects to conduct an executive session limited to
non-employee Board members at each regularly-scheduled Board meeting during 2009, and independent
directors may schedule additional sessions in their discretion.
At regularly-scheduled meetings of the Audit Committee, Compensation Committee, and Nominating and
Corporate Governance Committee, executive sessions are held from time to time with only the committee
members in attendance, or with only the committee members and their advisors present, to discuss any topics the
committee members deem necessary or appropriate.
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