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Corporate Governance

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Corporate Governance


Audit Committee

Our audit committee has sole authority to evaluate and make recommendations to the shareholders or the Board regarding the appointment of the independent auditor. Our audit committee also reviews the independence of such auditor, approves the audit fees payable to the independent auditor and reviews the audit results with the independent auditor. The audit committee is currently composed of Paul Fribourg (chair), Martin Franklin and Thomas V. Milroy.

Compensation Committee

Our compensation committee oversees our compensation and benefit policies; oversees and sets the compensation and benefits arrangements for our Chief Executive Officer and certain other executive officers; provides a general review of, and makes recommendations to, our Board and/or to the Company’s shareholders with respect to our equity-based compensation plans; 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 our Chief Executive Officer and certain other executives pursuant to our equity-based plans. The compensation committee is currently composed of Alexandre Behring (chair) and Carlos Alberto da Veiga Sicupira.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee identifies individuals qualified to serve as members of the Board and recommends to the Board proposed nominees for Board membership; oversees and evaluates the Board’s performance and the Company’s compliance with corporate governance regulations, guidelines and principles; and recommends to the Board directors to serve on each standing committee. The nominating and corporate governance committee is currently composed of Alexandre Behring (Chair), Carlos Alberto da Veiga Sicupira and Alexandre Van Damme.

Conflicts Committee

Restaurant Brands International Inc. (“RBI”) is the sole General Partner of Restaurant Brands International Limited Partnership (the “Partnership”). Our conflicts committee was established pursuant to the Amended and Restated Limited Partnership Agreement of Partnership (the “partnership agreement”) to review and evaluate any potential conflicts of interest between RBI, as the General Partner of the Partnership, or any of its affiliates, on the one hand, and the Partnership or any partner (other than the General Partner) on the other hand. The conflicts committee is also responsible for consenting to, approving, disapproving or directing various enumerated actions on behalf of the General Partner in accordance with the terms of the partnership agreement. The conflicts committee is composed entirely of independent directors pursuant to the NYSE listing rules and applicable Canadian securities laws. The conflicts committee is currently composed of Paul Fribourg (chair), Martin Franklin and Thomas Milroy.

Operations & Strategy Committee

The purpose of our operations & strategy committee is to assist the Board in overseeing and facilitating the development and implementation of the Company’s menu, marketing and restaurant operations strategies for its brands. The operations & strategy committee is currently composed of Daniel Schwartz and Neil Golden.

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