Kodak 2002 Annual Report Download - page 97

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Proxy Statement
92
The Board has the committees listed below. All committee members are non-employee, independent directors as defined by the New
York Stock Exchange (NYSE) listing standards.
Audit Committee — 11 meetings in 2002
• discussed the independence of the independent accountants;
• discussed the quality of the accounting principles used to prepare the Company’s financial statements;
• reviewed the Company’s periodic financial statements;
• oversaw the Company’s compliance with requirements of the Sarbanes-Oxley Act, SEC rules and draft New York Stock Exchange
listing requirements;
• 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;
• received and analyzed reports from the Company’s independent accountants and internal audit staff;
• 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; and
• revised the Committee’s written charter.
Corporate Responsibility and Governance Committee — 3 meetings in 2002
• approved a charter that anticipates the requirements of the proposed new listing standards of the New York Stock Exchange
regarding corporate governance policies and processes;
• reviewed and analyzed the Company’s governance in light of the provisions of the Sarbanes-Oxley Act and the new listing standards
of the New York Stock Exchange;
• discussed revisions to the Company’s governance guidelines;
• approved the formation of a director education program;
• reviewed the Company’s corporate responsibility principles;
• recommended the appointment of a presiding director;
• met with the Company’s Diversity Advisory Panel to discuss its preliminary findings; and
• made recommendations regarding Board candidates.
Executive Compensation and Development Committee — 8 meetings in 2002
• completed a study of the market competitiveness of the compensation paid to the Company’s senior executive officers;
• revised the Committee’s charter in anticipation of the adoption of the proposed new listing standards of the New York Stock
Exchange regarding corporate governance policies and processes;
• reviewed the Company’s executive compensation practices in light of the enactment of the Sarbanes-Oxley Act;
• reviewed and revised the Company’s executive compensation strategy and principles;
• selected a peer group to assist in measuring the market competitiveness of the compensation paid to the Company’s senior
executive officers;
• reviewed the Company’s executive development process;
• set the compensation for the CEO and reviewed the compensation recommendation for the Company’s other executive officers;
• approved the Executive Incentive Program; and
• granted and certified awards under the Company’s compensation plans.
Finance Committee — 4 meetings in 2002
• reviewed the Company’s financing strategies including dividend declaration, capital expenditures, debt issuances and foreign exchange
and commodity hedging;
• reviewed cash flow, balance sheet performance and credit ratings;
• reviewed significant acquisitions, divestitures, and joint ventures; and
• reviewed the investment performance and the administration of the Company’s defined benefit pension plan.
BOARD COMMITTEES