Board of Directors

David Novak standing

Our Board of Directors is led by Yum! Brands Chairman and Chief Executive Officer, David Novak. Among the 12 directors on the Board, nine are independent directors (based on New York Stock Exchange rules for director independence). The three non-independent directors are David Novak, Chairman and Chief Executive Officer, Jing-Shyh S. (Sam) Su, Vice Chairman of the Board, Yum! Brands, Inc. and Chairman and Chief Executive Officer, Yum! Brands China Division, and Michael J. Cavanagh, former Co-Chief Executive Officer, J.P. Morgan Chase & Co., Corporate and Investment Bank. To view detailed profiles of our directors, please visit our website at www.yum.com/company/bod.asp.

The Board of Directors has established 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. The Executive/Finance Committee includes Chairman and Chief Executive Officer David Novak, along with independent directors Thomas C. Nelson, Thomas M. Ryan and Robert D. Walter. To view our Board Committee composition, please visit our website at www.yum.com/investors/governance/charters.asp.

To ensure continued strong performance, 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.

Board Diversity

A diverse range of experiences and perspectives among our Directors ensures the success of the Board in overseeing our complex, varied 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.

We're proud of the diversity of our Board. As of this writing, two women (Mirian M. Graddick-Weir and Bonnie G. Hill) and three minorities (Ms. Graddick-Weir, Ms. Hill, and Jing-Shyh S. (Sam) Su) serve on our Board of Directors. Ms. Graddick-Weir is the Executive Vice-President of Human Resources at Merck & Co., Inc. She has been a Director since January 2012. Ms. Hill is President of B. Hill Enterprises, LLC, a consulting company. She has been a Director since 2003. Mr. Su, a Taiwanese national and Chinese citizen, serves as Vice Chairman of the Board, Yum! Brands, Inc. and Chairman and Chief Executive Officer, Yum! Brands China Division. He has been a Director since 2008. The balance of our Board includes Michael J. Cavanagh, David W. Dorman, Massimo Ferragamo, J. David Grissom, Jonathan S. Linen, Thomas C. Nelson, David C. Novak, Thomas M. Ryan and Robert D. Walter.