Kodak 2000 Annual Report Download - page 88

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16
Board Committees
The Board has the committees listed below. All committee members are non-employee, independent directors as
defined by the New York Stock Exchange listing standards. Mr. O’Neill, who left the Board on December 31,
2000, was a member of the Audit Committee and the Public Policy Committee. Dr. Ruiz, who joined the Board
in January 2001, became a member of the Audit Committee and Public Policy Committee on February 8, 2001.
Audit Committee 4 meetings in 2000
• reviewed the Committee’s written charter which is attached as Exhibit II;
• discussed the independence of the independent accountants;
• discussed the quality of the accounting principles used to prepare the
Company’s financial statements;
• recommended the firm that Kodak should retain as independent accountants;
• reviewed the audit and non-audit activities of both the independent
accountants and the internal audit staff of the Company; and
• met separately and privately with the independent accountants and with the
Company’s Director, Corporate Auditing, to ensure that the scope of their
activities has not been restricted and that adequate responses to their
recommendations have been received.
Committee on Directors 4 meetings in 2000
• reviewed the qualifications of individuals for election as members of
the Board;
• recommended qualified individuals to be considered for Board
membership; and
• discussed the shareholder proposals submitted to the Company.
Executive Compensation and Development Committee 6 meetings in 2000
• reviewed the Company’s executive development process;
• set the compensation for the executive officers and recommended the
compensation of other key management;
• certified and granted awards under the Company’s compensation plans; and
• initiated a review of Kodak’s executive compensation program.
Finance Committee 5 meetings in 2000
• reviewed the Company’s financing strategies including dividend declaration,
capital expenditures, debt issuances and foreign exchange hedging;
• reviewed significant acquisitions, divestitures, and joint ventures; and
• reviewed the investment performance and the administration of the Company’s
defined benefit pension plan.
Public Policy Committee 2 meetings in 2000
• reviewed philanthropic programs;
• reviewed environmental initiatives;
• reviewed employee survey results;
• reviewed employee relations issues; and
• reviewed diversity initiatives.