Qualifications to Serve as Director
Each candidate for director must possess at
least the following specific minimum qualifications:
1. Each candidate shall be prepared to represent the best interests of all the
Companys shareholders and not just one particular constituency.
2. Each candidate shall have demonstrated integrity and ethics
in both personal and professional settings and have established a record of professional accomplishment in their chosen field.
3. No
candidate shall have any material personal, financial or professional interest in any present or potential competitor of the Company.
4. Each candidate shall be prepared to participate fully in activities of the Board of Directors, including active membership on at least
one Committee of the Board of Directors and attendance at, and active participation in, meetings of the Board of Directors and the Committee(s) of the Board of Directors of which he or she is a member, and not have other personal or professional
commitments that would, in the Governance and Nominating Committees sole judgment, interfere with or limit their ability to do so.
5. In addition, the Governance and Nominating Committee also desires that candidates possess the following qualities or skills:
(a) Each candidate shall contribute to the overall diversity of the Board of Directorsdiversity being broadly construed to mean a
variety of opinions, perspectives, personal and professional experiences and backgrounds, such as gender, race and ethnicity differences, as well as other differentiating characteristics.
(b) Each candidate should contribute positively to the existing chemistry and collaborative culture among the members of the Board of
Directors.
(c) Each candidate should possess professional and personal experiences and expertise relevant to the Companys
business. Relevant experiences may include, among other things, large company CEO experience, senior level multi-unit restaurant
or retail
experience, and relevant senior level experience in one or more of the following areas: finance, accounting, sales and marketing, organizational development, strategic planning, information technology and public relations.
Although not an automatic disqualifying factor, the inability of a candidate to meet the independence and other governing standards of the NYSE or the
SEC will be a significant factor in any assessment of a candidates suitability.
Board Assessments
Our Board conducts an annual evaluation of
itself and its committees to determine the Boards effectiveness and to identify ways in which to enhance effectiveness. Additionally, the Board conducts periodic evaluations of each of its members. The Board utilizes the feedback and results
from these evaluations to determine the need for board refreshment, and the Governance and Nominating Committee utilizes the evaluation process as part of its determination of nominees recommended for election by shareholders at our annual meeting.
Internal Process of Identifying Candidates
The Governance and Nominating Committee uses a
variety of means for identifying potential nominees for director, including the use of outside search firms and recommendations from current members of
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Brinker International 2018 Notice & Proxy
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Making People Feel Special
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