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Governance Documents

Governance Documents

Articles of Incorporation & Bylaws

Download a printable version of the Restated Articles of Incorporation (5-26-11)
Adobe PDF version (1.3M)

Download a printable version of the Amended and Restated Bylaws (7-15-16)
Adobe PDF version (253K)

Audit Committee Policy

Download a printable version of the Audit Committee Pre-Approval Policy (03/08)
Adobe PDF version (13K)

Code of Conduct

The Company’s Global Code of Conduct applies to the Board of Directors and all employees of Yum! Brands, Inc. and its subsidiaries. The Code sets forth some of the policies and procedures regarding standards of conduct that are required of Yum! directors and employees. The Code of Conduct is intended to help employees conform to high ethical standards and to protect Yum! and its employees’ reputations.

Every year our Board of Directors and the 2,000 most senior employees in the Company are required to complete a conflicts of interest questionnaire and certify in writing that they have read and understand the Code of Conduct.

Download printable versions of the Code of Conduct in the following languages…

Language PDF Version
English Download (344K)
French Download (355K)
German Download (390K)
Russian Download (525K)
Spanish Download (390K)
Thai Download (568K)

Complaint Procedures

The Audit Committee has established policies on reporting of concerns regarding accounting and auditing matters in addition to our policy on communicating with our non-management directors. Any person, whether or not an employee, who has a concern about the conduct of the Company or any of our people, with respect to accounting, internal accounting controls or auditing matters, may, in a confidential or anonymous manner, communicate that concern to our General Counsel, Scott Catlett. If any person believes that he or she should communicate with our Audit Committee Chair, Thomas C. Nelson, he or she may do so writing him at Yum! Brands, Inc., Attention: Corporate Secretary, 1441 Gardiner Lane, Louisville, Kentucky 40213. In addition, a person who has such a concern about the conduct of the Company or any of our people may discuss that concern on a confidential and anonymous basis, by contacting The Network at 1-800-241-5689. The Network is our designated external contact for these issues and is authorized to contact the appropriate members of management and/or the Board of Directors with respect to all concerns it receives.

Download printable versions of our Policy on Reporting of Concerns Regarding Accounting and Auditing Matters

Adobe PDF version (32K)

Contacting the Board

Shareholders, or other parties who wish to communicate directly with non-management directors as a group or the Board, may do so by writing to the Nominating and Governance Committee as follows:

Yum! Brands, Inc.
Nominating and Governance Committee
1441 Gardiner Lane
Louisville, Kentucky 40213

The Nominating and Governance Committee of the Board approved a process for handling letters received by the Company and addressed to non-management members of the Board or the Board. Under that process, the Corporate Secretary of the Company reviews all such correspondence and regularly forwards to a designated individual member of the Nominating and Governance Committee copies of all such correspondence (except commercial correspondence and correspondence duplicative in nature, in which case the addressee will be informed of the number of duplicate correspondence and all duplicate correspondence will be available for directors review upon their request) and a summary of all such correspondence. Directors may at any time review a log of all correspondence received by the Company that is addressed to members of the Board and request copies of any such correspondence. Written correspondence from shareholders relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Company’s Audit Committee Chairperson and to the internal audit department and handled in accordance with procedures established by the Audit Committee with respect to such matters (described at “Complaint Procedure for Accounting/Auditing Matters”). Correspondence from shareholders relating to Compensation Committee matters are referred to the Chairperson of the Compensation Committee.

Governance Principles

The Corporate Governance Principles of the Board of Directors, along with the Company’s articles and bylaws, committee charters and the World Wide Code of Conduct, provide the framework for Yum! Brands, Inc. governance. These principles embody the principles by which our Board has been operating for many years.

The Board reviews these principles and other aspects of governance annually or more often if necessary.

Download printable versions of the
Corporate Governance Principles (Last updated 12/11/17)

Adobe PDF version (83K)

Proxy Statement

Yum! Brands’ proxy statement for its 2017 Annual Meeting of Shareowners describes the matters that will be voted on at the company’s annual meeting on May 19, 2017. The meeting will be held at 9:00am ET at the Yum! Conference Center, 1900 Colonel Sanders Ln, Louisville, KY 40213.

View our Proxy Statement for the 2017 Annual Meeting of Stockholders

To view the PDF version of this document, you need to have the Adobe Acrobat Reader software installed
on your computer.

Proxy Statement Format File Size
2017 PDF 1.1 Mb

Order A Proxy

To order a Proxy or other financial documents, please phone (888) 298-6986.

Supplier Code of Conduct

Yum! Brands is committed to conducting its business in an ethical, legal and socially responsible manner that aligns with our organizational values. To encourage legal, social and ethical business practices by our suppliers and subcontractors we established a Supplier Code of Conduct.

The Yum! Brands Supplier Code of Conduct sets forth our expectations and minimum standards for all suppliers and subcontractors. The Supplier Code of Conduct addresses working hours and conditions, non-discrimination, child labor and forced or indentured labor. We require suppliers to conduct audits and inspections to verify compliance with the Supplier Code of Conduct. In addition, we reserve the right to conduct unannounced assessments, audits and inspections of supplier facilities. Violations lead to disciplinary action, including termination of the supplier relationship for repeated violations or noncompliance.