EAT » Topics » Committees of the Board of Directors

This excerpt taken from the EAT DEF 14A filed Sep 15, 2009.

Committees of the Board of Directors

        The Board of Directors has the following standing committees and current committee composition:

Board Members
  Executive
Committee
  Audit
Committee
  Compensation
Committee
  Governance &
Nominating
Committee

Douglas H. Brooks*

  C            

Marvin J. Girouard**

  M   M   M    

Harriet Edelman

      M   M    

John Mims

          M   M

George R. Mrkonic

      M   C    

Erle Nye

      M       M/C***

James E. Oesterreicher****

  M       M    

Rosendo Parra

          M   M

Cece Smith

      C       M
                 

Meetings During FY '09

  0   9   5   4
                 

C — Committee Chair
M — Member

    *
    Chairman of the Board

    **
    Lead Director

    ***
    Mr. Nye succeeded Mr. Kirk as the Chairman of the Governance and Nominating Committee on March 18, 2009.

    ****
    Mr. Oesterreicher is leaving the Board of Directors on October 28, 2009.

        The charters for each of these committees, as well as our Corporate Governance Guidelines, are available at no charge to you in the Corporate Governance section of our internet website (http://www.brinker.com/investors/Corporate_Governance.asp) or by written request directed to us, at 6820 LBJ Freeway, Dallas, Texas 75240, Attention: Corporate Secretary.

        The Board of Directors has affirmatively determined that each member of the Audit, Compensation, and Governance and Nominating Committees meets the independence requirements applicable to those committees required by the NYSE and the SEC.

        The Executive Committee reviews material matters between Board meetings, provides advice and counsel to our management, and has the authority to act for the Board on most matters between Board meetings. In addition, the Executive Committee is also charged with assuring that we have a satisfactory succession management plan for all key management positions.

        The role of the Audit Committee is provided to you in the "Report of the Audit Committee" later in this Proxy Statement. The Board of Directors has determined that Ms. Smith is an "audit committee financial expert" as such term is defined in the SEC's Regulation S-K.

        A discussion of the specific nature of the Compensation Committee's responsibilities and compensation philosophy as they relate to our executive officers is provided to you in the "Compensation Discussion and Analysis" and "Report of the Compensation Committee" later in this Proxy Statement.

        The Governance and Nominating Committee performs the following functions:

    recommends to the Board of Directors potential members to be added as new or replacement members to the Board of Directors;

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    recommends to the Board of Directors the nominees for election to the Board of Directors at the annual shareholders meeting;

    reviews, and makes recommendation to the Board of Directors regarding, the compensation paid to non-management Board members;

    recommends corporate governance guidelines to the full Board of Directors;

    reviews the applicable legal standards for "independence" and the criteria applied to determine "audit committee financial expert" status; and

    reviews the answers to annual questionnaires completed by each of the Independent Directors.

On the basis of this year's review, the Governance and Nominating Committee delivered a report to the full Board of Directors and the Board of Directors made its "independence" and "audit committee financial expert" determinations.

This excerpt taken from the EAT DEF 14A filed Sep 11, 2008.

Committees of the Board of Directors

        The Board of Directors has four standing committees:

    Executive Committee;

    Audit Committee;

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    Compensation Committee; and

    Governance and Nominating Committee.

        The charters for each of these committees, as well as our Corporate Governance Guidelines, are available at no charge to you in the Corporate Governance section of our internet website (http://www.brinker.com/investors/Corporate_Governance.asp) or by written request directed to us, at 6820 LBJ Freeway, Dallas, Texas 75240, Attention: Corporate Secretary.

        The Board of Directors has affirmatively determined that each member of the Audit, Compensation, and Governance and Nominating Committees meets the independence requirements applicable to those committees required by the NYSE and the SEC.

        The Executive Committee is currently comprised of Messrs. Girouard, Kirk, Nye and Brooks and met one time during the fiscal year. The Executive Committee reviews material matters between Board meetings, provides advice and counsel to our management, and has the authority to act for the Board on most matters between Board meetings. In addition, the Executive Committee is also charged with assuring that we have a satisfactory succession management plan for all key management positions.

        The Audit Committee is currently comprised of Messrs. Girouard, Mrkonic, Nye and Oesterreicher and Ms. Smith and met nine times during the fiscal year. The Board of Directors has determined that Ms. Smith is an "audit committee financial expert" as such term is defined in the SEC's Regulation S-K. We have provided you a discussion of the role of the Audit Committee in the "Report of the Audit Committee" later in this Proxy Statement.

        The Compensation Committee is currently comprised of Messrs. Girouard, Mims, Mrkonic, Parra and Oesterreicher and met four times during the fiscal year. We have provided you a discussion of the specific nature of the Committee's responsibilities and compensation philosophy as they relate to our executive officers in the "Compensation Discussion and Analysis" and "Report of the Compensation Committee" later in this Proxy Statement.

        The Governance and Nominating Committee is currently composed of Messrs. Kirk, Mims, Nye, and Parra and Ms. Smith and met five times during the fiscal year. The Governance and Nominating Committee, acting pursuant to its written charter, performs the following functions:

    recommends to the Board of Directors potential members to be added as new or replacement members to the Board of Directors;

    recommends to the Board of Directors the nominees for election to the Board of Directors at the annual shareholders meeting;

    reviews the compensation paid to non-management Board members;

    recommends corporate governance guidelines to the full Board of Directors;

    reviews the applicable legal standards for "independence" and the criteria applied to determine "audit committee financial expert" status; and

    reviews the answers to annual questionnaires completed by each of the Independent Directors.

On the basis of this year's review, the Governance and Nominating Committee delivered a report to the full Board of Directors and the Board of Directors made its "independence" and "audit committee financial expert" determinations.

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This excerpt taken from the EAT DEF 14A filed Sep 10, 2007.

Committees of the Board of Directors

        The Board of Directors has four standing committees:

    Executive Committee;

    Audit Committee;

    Compensation Committee; and

    Governance and Nominating Committee.

        The charters for each of these committees, as well as our Corporate Governance Guidelines, are available at no charge to you in the Corporate Governance section of our internet website (http://www.brinker.com/corp_gov/) or by written request directed to us, at 6820 LBJ Freeway, Dallas, Texas 75240, Attention: General Counsel.

        The Board of Directors has affirmatively determined that each member of the Audit, Compensation, and Governance and Nominating Committees meets the independence requirements applicable to those committees required by the NYSE and the SEC.

        The Executive Committee is currently comprised of Messrs. Girouard, Kirk, Nye and Brooks and met one time during the fiscal year. The Executive Committee reviews material matters between Board meetings, provides advice and counsel to our management, and has the authority to act for the Board on most matters between Board meetings. In addition, the Executive Committee is also charged with assuring that we have a satisfactory succession management plan for all key management positions.

10


        The Audit Committee is currently comprised of Messrs. Girouard, Mrkonic, Nye and Oesterreicher and Ms. Smith and met eleven times during the fiscal year. The Board of Directors has determined that Ms. Smith is an "audit committee financial expert" as such term is defined in the SEC's Regulation S-K. We have provided you a discussion of the role of the Audit Committee in the "Report of the Audit Committee" later in this proxy statement.

        The Compensation Committee is currently comprised of Messrs. Girouard, Mrkonic, Parra and Oesterreicher and Ms. Smith and met five times during the fiscal year. We have provided you a discussion of the specific nature of the Committee's responsibilities and compensation philosophy as they relate to our executive officers in the "Compensation Discussion and Analysis" and "Report of the Compensation Committee" later in this proxy statement.

        The Governance and Nominating Committee is currently composed of Messrs. Kirk, Mims, and Parra and met five times during the fiscal year. The Governance and Nominating Committee, acting pursuant to its written charter, performs the following functions:

    recommends to the Board of Directors potential members to be added as new or replacement members to the Board of Directors;

    reviews the compensation paid to non-management Board members;

    recommends corporate governance guidelines to the full Board of Directors;

    reviews the applicable legal standards for "independence" and the criteria applied to determine "audit committee financial expert" status; and

    reviews the answers to annual questionnaires completed by each of the Independent Directors.

On the basis of this year's review, the Governance and Nominating Committee delivered a report to the full Board of Directors and the Board of Directors made its "independence" and "audit committee financial expert" determinations.

This excerpt taken from the EAT DEF 14A filed Sep 8, 2006.

Committees of the Board of Directors

The Board of Directors has four standing committees:

·       Executive Committee;

·       Audit Committee;

·       Compensation Committee; and

·       Governance and Nominating Committee.

The charters for each of these committees, as well as our Corporate Governance Guidelines, are available at no charge to you in the Corporate Governance section of our internet website (http://www.brinker.com/corp_gov/) or by written request directed to us, at 6820 LBJ Freeway, Dallas, Texas 75240, Attention: General Counsel.

The Board of Directors has affirmatively determined that each member of the Audit, Compensation, and Governance and Nominating Committees meets the independence requirements applicable to those committees required by the NYSE and the SEC.

The Executive Committee is currently comprised of Messrs. Girouard, Kirk, Nye and Brooks and met two times during the fiscal year. The Executive Committee reviews material matters between Board meetings, provides advice and counsel to our management, and has the authority to act for the Board on most matters between Board meetings. In addition, the Executive Committee is also charged with assuring that we have a satisfactory succession management plan for all key management positions.

The Audit Committee is currently comprised of Messrs. Girouard, Mrkonic, Gates and Oesterreicher and Ms. Smith and met eight times during the fiscal year. The Board of Directors has determined that Ms. Smith is an “audit committee financial expert” as such term is defined in Item 401(h) of the SEC’s Regulation S-K. We have provided you a discussion of the role of the Audit Committee in the “Report of the Audit Committee” later in this proxy statement.

The Compensation Committee is currently comprised of Messrs. Girouard, Mrkonic, Parra and Oesterreicher and Ms. Smith and met six times during the fiscal year. The Compensation Committee, acting pursuant to its written charter, performs the following functions:

·       reviews the performance of the Chief Executive Officer;

·       approves key executive promotions;

·       approves the reasonableness and appropriateness of senior management compensation arrangements and levels; and

·       ensures the adoption, amendment and administration of compensation and stock-based incentive plans (subject to shareholder approval where required), including:

—  managing the various stock option plans of the Company; and

—  approving the total number of available shares to be used each year in stock-based plans.

We have provided you a discussion of the specific nature of the Committee’s responsibilities and compensation philosophy as they relate to our executive officers in the “Report of the Compensation Committee” later in this proxy statement.

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The Governance and Nominating Committee is currently composed of Messrs. Kirk, Nye, and Parra and met three times during the fiscal year. The Governance and Nominating Committee, acting pursuant to its written charter, performs the following functions:

·       recommends to the Board of Directors potential members to be added as new or replacement members to the Board of Directors;

·       reviews the compensation paid to non-management Board members;

·       recommends corporate governance guidelines to the full Board of Directors;

·       reviews the applicable legal standards for “independence” and the criteria applied to determine “audit committee financial expert” status; and

·       reviews the answers to annual questionnaires completed by each of the Independent Directors.

On the basis of this year’s review, the Governance and Nominating Committee delivered a report to the full Board of Directors and the Board of Directors made its “independence” and “audit committee financial expert” determinations.

This excerpt taken from the EAT DEF 14A filed Sep 12, 2005.

Committees of the Board of Directors

The Board of Directors of the Company has established an Executive Committee, Audit Committee, Compensation Committee, and Governance and Nominating Committee.  The charters for each of these committees, as well as the Company's Corporate Governance Guidelines, are available at no charge in the Corporate Governance section of the Company's internet website (http://www.brinker.com/corp_gov/) or by written request directed to the Company, at 6820 LBJ Freeway, Dallas, Texas 75240, Attention: General Counsel.

The Board of Directors has determined that each member of the Audit, Compensation, and Governance and Nominating Committees meets the independence requirements applicable to those committees prescribed by the NYSE and the SEC.


The Executive Committee is currently comprised of Messrs. Girouard, Kirk, Nye and Brooks and met two times during the fiscal year.  The Executive Committee reviews material matters between Board meetings, provides advice and counsel to Company management, and has the authority to act for the Board on most matters between Board meetings.  In addition, the Executive Committee is also charged with assuring that the Company has a satisfactory succession management plan for all key management positions.

The Audit Committee is currently comprised of Messrs. Girouard, Mrkonic, Gates, and Oesterreicher and Ms. Smith and met nine times during the fiscal year.  The Board of Directors has determined that Ms. Smith is an "audit committee financial expert" as such term is defined in Item 401(h) of Regulation S-K promulgated by the SEC.  A discussion of the role of the Audit Committee is provided under "Report of the Audit Committee" below.

The Compensation Committee is currently comprised of Messrs. Cook, Girouard, Mrkonic, and Oesterreicher and Ms. Smith and met six times during the fiscal year.  Functions performed by the Compensation Committee include: reviewing the performance of the Chief Executive Officer, approving key executive promotions, ensuring the reasonableness and appropriateness of senior management compensation arrangements and levels, the adoption, amendment and administration of compensation and stock-based incentive plans (subject to shareholder approval where required), management of the various stock option plans of the Company, and approval of the total number of available shares to be used each year in stock-based plans.  The specific nature of the Committee's responsibilities as they relate to executive officers is set forth below under "Report of the Compensation Committee."

The Governance and Nominating Committee is currently composed of Messrs. Cook, Kirk, Nye, and Parra and met one time during the fiscal year.  The purposes of the Governance and Nominating Committee are to recommend to the Board of Directors potential members to be added as new or replacement members to the Board of Directors, to review the compensation paid to non-management Board members, and to recommend corporate governance guidelines to the full Board of Directors.  The Governance and Nominating Committee reviewed the applicable legal standards for "independence" and the criteria applied to determine "audit committee financial expert" status, as well as the answers to annual questionnaires completed by each of the Independent Directors.  On the basis of this review, the Governance and Nominating Committee delivered a report to the full Board of Directors and the Board of Directors made its "independence" and "audit committee financial expert" determinations. 

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