El Pollo Loco 2015 Annual Report Download - page 104

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Table of Contents
Risk Oversight
Our board of directors oversees a company-wide approach to risk management that is carried out by management. Our board of directors
determines the appropriate risk for us generally, assesses the specific risks faced by us, and reviews the steps taken by management to manage
those risks.
While our board of directors maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in
certain specified areas. Additionally, our Compensation Committee is responsible for overseeing the management of risks relating to our
executive compensation plans and arrangements, and the incentives created by the compensation awards it administers. Our Audit Committee
oversees management of enterprise risks and financial risks, as well as potential conflicts of interests. Our Nominating and Corporate
Governance Committee is responsible for overseeing the management of risks associated with the independence of our board of directors.
Pursuant to our board of directors’ instruction, management regularly reports on applicable risks to the relevant committee or the board of
directors, as appropriate, with additional review or reporting on risks conducted as needed or as requested by our board of directors and its
committees.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee has ever been an officer or employee of us. None of our executive officers serves or has
served as a member of the board of directors, compensation committee, or other board committee performing equivalent functions, of any entity
that has one or more executive officers serving as one of our directors or on our Compensation Committee.
Code of Business Conduct and Ethics
Our board of directors has adopted a code of business conduct and ethics that applies to our directors, officers, and employees, available at
www.elpolloloco.com. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our website.
Corporate Governance Guidelines
Our board of directors has adopted corporate governance guidelines to assist our board of directors in the exercise of its fiduciary duties and
responsibilities to us and to promote the effective functioning of our board of directors and its committees. Our corporate governance guidelines
cover, among other topics:
The corporate governance guidelines are available on our website, www.elpolloloco.com. We expect that any amendments to the guidelines will
be disclosed on our website.
100
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director independence and qualification requirements;
•
board leadership and executive sessions;
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limitations on other board and committee service;
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director responsibilities;
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director compensation;
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director orientation and continuing education;
•
board and committee resources, including access to officers and employees;
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succession planning; and
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board and committee self
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evaluations.