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 Ali Hedayat (Chair),
Maximilien de Limburg Stirum and Jason Melbourne.
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), Jason Melbourne and Cristina Farjallat
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), Ali Hedayat and Thecla Sweeney.
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 Ali Hedayat (Chair), Maximilien de Limburg Stirum and Jason Melbourne.