Following are general guidelines for corporate governance as approved by the
Board of Directors (the "Board") of Brinker International, Inc. (the "Company"). These guidelines are not intended to, nor do they, replace
the legal obligations of the Board, but are intended to facilitate the
efficient execution of such obligations.
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BOARD COMPOSITION
The Board shall consist of no more than 15 Directors, the majority of whom shall
be independent under the rules of the New York Stock Exchange (the "NYSE") and the
Securities and Exchange Commission. No director qualifies as “independent” unless the Board affirmatively determines that the Director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).
It is anticipated that all Directors except the CEO, President or former CEO of
the Company be independent Directors.
For purposes of this policy, the Board will not determine any director to be independent who has or has had any of the relationships set forth pursuant to NYSE Rule 303 A.02. The Company would explain in the next proxy statement the basis for any Board determination that a relationship was immaterial.
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| 2. |
DIRECTOR QUALIFICATIONS
In addition to the standards set forth herein, a Director shall be of the
highest moral integrity, and shall have significant managerial experience, either as a
current or former senior executive of a publicly traded or privately held
company or similar business experience or the senior position at an institution
of higher learning. A director of the Company shall serve on the Board of
Directors of no more than two other publicly traded companies, unless the Board
has determined that such service on additional boards will not interfere with
the Director’s discharge of their responsibilities to the Company.
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| 3. |
DIRECTOR RESPONSIBILITIES
In addition to those responsibilities set forth in the applicable statutory and
regulatory schemes governing the Company and Directors in general, it is
expected that all Directors will thoroughly review meeting materials prior to
the Meeting, and will make all reasonable efforts to attend each Board or
Committee meeting upon which they serve, either in person or telephonically.
The Board should conduct an annual review of the components and amount of Board compensation in relation to other similarly situated companies. Board compensation should be consistent with market practices but should not be set at a level that would call into question the Board's objectivity. The Company will not make
substantial charitable contributions to organizations in which a director is
affiliated (contributions in excess of $5000 shall be subject to the approval
of the Nominating Committee), or enter into consulting contracts with a
director.
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| 4. |
MEETINGS
The Board shall meet at regularly scheduled intervals, and the non-management
directors shall also meet at regularly scheduled executive sessions without
management present, choosing a Director to preside over such Executive Session if the Chairman is a
management Director. The Company shall have at least a Nominating, Audit,
Executive and Compensation Committee.
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| 5. |
BOARD TERMS
It is anticipated that Board members will not serve more than two consecutive
four-year terms each, but in any event shall retire upon the termination of the
four-year term in which he or she reaches the age of 70. If a Director changes
his or her primary business or professional relationship, he or she shall
volunteer to resign from the Board, such resignation to be effective if
accepted by the Board.
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| 6. |
APPROVE COMMITTEE FUNCTIONS
The Board Committees should function to review in-depth the matters that are set
forth in their respective charters, and the Chairman shall report the
conclusions of their review to the full Board for its final decision. Unless
expressly provided in the Committee charter, all Committee actions require
Board ratification before they become binding. This allows for full Board
disclosure and assures that an in-depth analysis has been made on the relevant
issues.
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| 7. |
SCHEDULE COMMITTEE MEETINGS WHEN BOARD IS SCHEDULED
To the extent practical, Committee Meetings should be held in conjunction with
regularly scheduled Board Meetings. Either the Chairman of the Committee or the
Chief Executive Officer may call a meeting.
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| 8. |
COMMITTEE CHAIR/MEMBERSHIP
The Chairman of each Committee should change every four years. The Compensation,
Audit and Governance and Nominating Committees shall be comprised exclusively
of independent Directors. If a member is in the final year of his or her term
on the Board, an additional member shall be added to the Committee one year
prior to the end of the retiring Director’s term to assure continuity of
knowledge. Each Committee shall adopt a Charter to be approved by the Board,
and shall meet at least once annually.
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| 9. |
ANNUAL PERFORMANCE
The Board shall at least annually conduct a self-evaluation to determine whether
it and its Committees are functioning effectively.
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| 10. |
RESOURCES AND AUTHORITY OF THE BOARD
The Board shall have the resources and authority appropriate to discharge its
duties and responsibilities, including the authority to select, retain,
terminate, and approve the fees and other retention terms of special counsel
and other experts or consultants as it deems appropriate, without seeking
approval of Company management. In order for the Board to perform the
responsibilities set forth herein, each member of the Board shall have full and
free access to the Company’s officers and employees. Any meetings or contacts
that a director wishes to initiate may be arranged through the Chief Executive
Officer, the Secretary, or directly by the director. The directors will use
their judgment to ensure that any such contact is not disruptive to the
Company’s business operations and will, to the appropriate extent, copy the
Chief Executive Officer on any written communications between a director and an
officer or an employee.
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| 11. |
DIRECTOR ORIENTATION AND CONTINUING EDUCATION
The Company has an orientation program for new Board members that includes
written materials, meeting with the General Counsel, and visits to Company
facilities. Continuing education will involve periodic on-site visits,
materials, and presentations as deemed appropriate by the Board and management.
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| 12. |
SUCCESSION PLANNING
The Board shall approve and maintain a succession plan for the Chief Executive
Officer, based upon recommendations from the Compensation Committee. The
Compensation Committee shall make an annual report to the Board on succession
planning for the Chief Executive Officer and recommend policies regarding
succession in the event of an emergency or retirement of the Chief Executive
Officer.
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| 13. |
COMPENSATION COMMITTEE MEETINGS
The Compensation Committee shall meet at least twice a year for the review of
officer compensation, and to fulfill its obligations under its charter.
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| 14. |
AUDIT COMMITTEE
The Audit Committee should meet at least quarterly to fulfill its obligations
under its charter.
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GOVERNANCE AND NOMINATING COMMITTEE
The Nominating Committee should meet as needed so as to review the matters with
which it has been charged.
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| 16. |
EXECUTIVE COMMITTEE
The Executive Committee should meet on an as needed basis to review significant
mergers, acquisitions, divestitures, capital restructuring and related issues
prior to submission to the Board. Routine non-material matters considered by
the Executive Committee do not require full Board approval.
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