Corporate Governance

Yum China Holdings, Inc. (“Yum China, or the “Company”) was incorporated in Delaware on April 1, 2016. The business and affairs of the Company are managed under the direction of the Board of Directors. The Board believes that good corporate governance is a critical factor in achieving business success and in fulfilling the Board’s responsibilities to stockholders. The Board believes that its principles and practices align management and stockholder interests. Some highlights of our corporate governance policies and practices include:

 

Director Independence

Independent Board Chairman

10 of 11 directors are indenpendent

Director Elections and Attendance

Annual election of all directors

Majority voting policy for elections of directors in uncontested elections

Proxy access for director nominees by stockholders

95% director attendance at Board and committee meetings in 2019

Board Refreshment and Diversity

Directors with experience, qualifications and skills across a wide range of public and private companies

Directors reflect a diversity of gender, race and ethnicity

Average director age of 56 as of March 27, 2020

Independent and non-management directors may generally not stand for re-election after age 75

Other Governance Practices

Active stockholder engagement

No shareholder rights plan (also known as a poison pill)

Director and executive officer stock ownership policies

Policy prohibiting hedging or other speculative trading of Company stock

Policy regarding resignation if any director experiences a significant change in professional roles and responsibilities

Board access to senior management and independent advisors

Committees

Chairperson Member Financial Expert
Audit Committee Compensation Committee Food Safety Committee Nominating and Governance Committee
Fred Hu Nominating and Governance Committee
Peter A. Bassi Audit Committee Food Safety Committee
Christian L. Campbell Audit Committee Compensation Committee Nominating and Governance Committee
Ed Yiu-Cheong Chan Audit Committee
Edouard Ettedgui Compensation Committee Food Safety Committee Nominating and Governance Committee
Cyril Han Audit Committee
Louis T. Hsieh Audit Committee
Ruby Lu Compensation Committee Nominating and Governance Committee
Zili Shao Food Safety Committee
William Wang Compensation Committee

Documents

Governance Documents

Corporate Governance Principles Code of Conduct

Committee Charters

Audit Committee Compensation Committee Nominating and Governance Committee Food Safety Committee