As of April 2018, the Yum! Board of Directors consisted of 11 directors, 10 of whom were independent based on New York Stock Exchange rules for director independence. In 2017, the Board was led by an independent non-executive Chairman and had four independent committees. Our Board believes that its independence and oversight of management are effectively maintained through a strong independent Chairman or Lead Director and through the Board’s composition, committee system and policy of having regular executive sessions of nonemployee directors. The Board has four committees:
Only independent directors serve on the Audit, Management Planning and Development, and Nominating and Governance Committees in accordance with our Corporate Governance Principles.
A complete overview of corporate governance at Yum! Brands is provided on our investor website and 2017 Proxy.
The Board has instituted an annual self-evaluation process led by the Nominating and Governance Committee. This assessment focuses on the Board’s contribution to the company and emphasizes those areas in which a better contribution could be made. In addition, our Audit, Management Planning and Development, and Nominating and Governance Committees conduct similar self-evaluations on an annual basis.
A diverse range of experiences and perspectives among our directors supports the success of the Board
in overseeing our complex, varied global businesses. When recruiting new directors, we look for leaders from different backgrounds that combine a broad spectrum of experience and expertise with a reputation for integrity. For complete selection criteria and policies, please see our Corporate Governance Principles. Currently, three of our 11 directors are women and two are minorities.
Oversight for environmental, social and governance (ESG) issues ultimately resides with the Yum! Brands Board of Directors, briefed through its Audit Committee on an annual basis. At the operational level, the Chief Communications and Public Affairs Officer oversees the global reputation of Yum! and is responsible for shaping the Citizenship and Sustainability Strategy with the Vice President, Government Relations and Citizenship & Sustainability and the senior leaders who comprise our ESG Council (noted below) and through cross-functional and expert working groups at the corporate and brand division levels.
We also regularly convene an ESG Working Group that helps manage ongoing efforts such as our materiality assessment, disclosures to sustainability ratings and rankings agencies and our Global Citizenship & Sustainability Report.