Yum! Corporate Governance
Governance Principles
Board Composition
Committee Composition and Charters
Audit Committee Policy
Contacting the Board
Code of Conduct
Supplier Code of Conduct
Political Contributions and U.S. Government Advocacy Policy
Complaint Procedures
Articles of Incorporation and Bylaws
Insider Transactions
Board Composition
The Board of Directors determines directors' independence based on the rules of the New York Stock Exchange.
Independent Directors
| David W. Dorman Director since 2005 Non-Executive Chairman Motorola, Inc. |
Jonathan S. Linen Director since 2005 Advisor to the Chairman American Express Company |
| Massimo Ferragamo Director since 1997 Chairman Ferragamo USA, Inc. |
Thomas C. Nelson Director since 2006 Chairman, President & CEO National Gypsum Company |
| Mirian M. Graddick-Weir Director since January 2012 Executive Vice President of Human Resources Merck & Co., Inc |
Thomas M. Ryan Director since 2002 Chairman, President & CEO CVS Caremark Corporation & CVS Pharmacy, Inc. |
| J. David Grissom Director since 2003 Chairman Mayfair Capital Chairman The Glenview Trust Company |
Robert D. Walter Director since May 2008 Retired Chairman/CEO Cardinal Health, Inc. |
| Bonnie G. Hill Director since 2003 President B. Hill Enterprises LLC |
Management/Non-Independent Directors
| David C. Novak Director since 1997 Chairman, CEO & President Yum! Brands, Inc. |
Jing-Shyh S. Su Director since 2008 Vice Chairman, Yum! Brands Inc. President, Yum! Restaurants China |
| Michael J. Cavanagh Director since 2012 Co-CEO JPMorgan Chase & Co.’s Corporate & Investment Bank |



