Corporate Governance - Committee Composition

Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.
Chairperson Chairperson Committee Member Member Financial Expert Financial Expert
 Audit CommitteeCompensation CommitteeExecutive CommitteeNominating and Corporate Governance Committee
Richard W. Boyce    Chairperson  
David A. Brandon     Committee Member
John W. Chidsey    Committee Member  
Ronald M. Dykes Financial Expert Lead Director Chairperson   Committee Member  
Peter R. Formanek   Committee Member Committee Member   
Manuel Garcia  Committee Member    
Sanjeev K. Mehra   Committee Member Committee Member Chairperson
Stephen Pagliuca   Chairperson   
Audit Committee

Our audit committee selects the independent auditors to be submitted for ratification by the stockholders and reviews the independence of such auditors, approves the audit fee payable to the independent auditors and reviews audit results with the independent auditors. The audit committee is currently composed of Messrs. Dykes (chair), Garcia and Formanek. All members of the audit committee are independent directors within the requirements of the Sarbanes-Oxley Act and the New York Stock Exchange rules. KPMG LLP currently serves as our independent registered public accounting firm.

Compensation Committee

Our compensation committee oversees our compensation and benefits policies, oversees and sets the compensation and benefits arrangements of our Chief Executive Officer and certain other executive officers, provides a general review of, and makes recommendations to our board of directors and/or to the Company’s shareholders with respect to our equity-based compensation plans; reviews and approves all of our equity-based compensation plans that are not otherwise subject to the approval of our shareholders; implements, administers, operates and interprets all equity-based and similar compensation plans to the extent provided under the terms of such plans, including the power to amend such plans; and reviews and approves awards of shares or options to officers and employees pursuant to our equity-based plans. The compensation committee is currently composed of Messrs. Formanek and Mehra. All members of the compensation committee are independent directors within the requirements of the New York Stock Exchange rules.

Executive Committee

Our Executive Committee may exercise the full powers and prerogatives of the Board. This committee also has authority to take actions on behalf of the company (except if prohibited by applicable law or regulation) if the amounts associated with such actions do not individually exceed $25 million. The executive committee is currently composed of Messrs. Boyce (chair), Chidsey, and Mehra.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee acts for our board of directors with respect to any matters delegated to it by our board. Our board has delegated to this committee the authority to identify and recommend potential candidates qualified to become board members and recommend directors for appointment to board committees. It also exercises general oversight with respect to the governance and performance of our board, as well as corporate governance matters applicable to us and our employees and directors. The nominating and corporate governance committee is currently composed of Messrs. Mehra (chair) and Brandon. All members of the nominating and corporate governance committee are independent directors within the requirements of the New York Stock Exchange.

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