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 practices align management and stockholder interests.

Highlights of our corporate governance policies and practices are described below.


Director Independence

Independent Board Chairman

9 of 10 directors are independent


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

97% director attendance at Board and committee meetings in 2022


Board Refreshment and Diversity

Board Diversity Policy

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

Directors reflect diversity of age, gender, race and nationality

Average director age of 57 as of April 12, 2023

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


Other Governance Practices

Stockholders holding at least 25% of the Company’s outstanding shares have the right to call special meetings

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