Yum! 2010 Annual Report

Proxy Statement
9MAR201101440694
(3) Tax fees for 2010 and 2009 consisted principally of fees for international tax compliance and tax audit
assistance.
What is the Company’s policy regarding the approval of audit and non-audit services?
The Audit Committee has implemented a policy for the pre-approval of all audit and permitted
non-audit services, including tax services, proposed to be provided to the Company by its independent
auditors. Under the policy, the Audit Committee may approve engagements on a case-by-case basis or
pre-approve engagements pursuant to the Audit Committee’s pre-approval policy. The Audit Committee
may delegate pre-approval authority to one of its independent members, and has currently delegated
pre-approval authority up to certain amounts to its Chairperson.
Pre-approvals for services are granted at the January Audit Committee meeting each year. In
considering pre-approvals, the Audit Committee reviews a description of the scope of services falling
within pre-designated services and imposes specific budgetary guidelines. Pre-approvals of designated
services are generally effective for the succeeding 12 months. Any incremental audit or permitted
non-audit services which are expected to exceed the relevant budgetary guideline must be pre-approved.
The Corporate Controller monitors services provided by the independent auditors and overall
compliance with the pre-approval policy. The Corporate Controller reports periodically to the Audit
Committee about the status of outstanding engagements, including actual services provided and associated
fees, and must promptly report any non-compliance with the pre-approval policy to the Chairperson of the
Audit Committee.
The complete policy is available on the Company’s Web site at
www.yum.com/governance/media/gov_auditpolicy.pdf.
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