Our Corporate Governance Principles of the Board of Directors (adopted in 2001 and amended and restated in 2012) (the “Principles”), along with the Company’s articles and bylaws, committee charters and the Worldwide Code of Conduct, provide the framework for Yum! Brands, Inc. governance. The Principles set out guidelines to inform all aspects of Board operations, including:
- Board Membership and Director Qualifications
- Director Independence
- Board Performance and Compensation
- Board Conduct
- Board Committees
- Role of the Chairman
- Role of the Lead Director
The Principles included a “majority voting” policy requiring any director who received a greater number of votes “withheld” from his or her election than votes “for” his or her election to promptly tender his or her resignation to the Board.
The Board reviews the Principles and other aspects of governance annually or more often, if necessary. The full text of the Principles can be found at www.yum.com/investors/governance/principles.asp. The Principles are discussed annually in our proxy statement.