Kodak 2003 Annual Report Download - page 133

Proxy Statement
133
• the director was affiliated with or employed by, or an immediate family member of the director was affiliated with or employed in a professional
capacity by, a present or former internal or external auditor of the Company; or
• the director, or an immediate family member of the director, was employed as an executive officer of another company where any of the
Company’s present executives serve on that company’s compensation committee; or
• the director was employed by another company (other than a charitable organization), or an immediate family member of the director was
employed as an executive officer of such company, that makes payments to, or receives payments from, the Company for property or services in
an amount which, in any single fiscal year, exceeds the greater of (a) $1 million or (b) 2% of such other company’s consolidated gross revenues;
provided, however, that in applying this test, both the payments and the consolidated gross revenues to be measured will be those reported in the
last completed fiscal year; and provided, further, that this test applies solely to the financial relationship between the Company and the director’s
(or immediate family member’s) current employer—the former employment of the director or immediate family member need not be considered.
2. The following relationships will not be considered to be material relationships that would impair a director’s independence:
• Commercial Relationship: if a director of the Company is an executive officer or an employee, or whose immediate family member is an
executive officer of another company that makes payments to, or receives payments from, the Company for property or services in an amount
which, in any single fiscal year, does not exceed the greater of (a) $1,000,000 or (b) 2% of such other company’s consolidated gross revenues;
• Indebtedness Relationship: if a director of the Company is an executive officer of another company which is indebted to the Company, or to
which the Company is indebted, and the total amount of either company’s indebtedness is less than 2% of the consolidated assets of the compa-
ny wherein the director serves as an executive officer;
• Equity Relationship: if the director is an executive officer of another company in which the Company owns a common stock interest, and the
amount of the common stock interest is less than 5% of the total shareholders’ equity of the company where the director serves as an executive
officer; or
• Charitable Relationship: if a director of the Company, or the spouse of a director of the Company, serves as a director, officer or trustee of a
charitable organization, and the Company’s contributions to the organization in any single fiscal year are less than the greater of (a) $1,000,000 or
(b) 2% of that organization’s gross revenues.
3. For relationships not covered by Section 2 above, or for relationships that are covered, but as to which the Board believes a director may neverthe-
less be independent, the determination of whether the relationship is material or not, and therefore whether the director would be independent, will
be made by the directors who satisfy the independence guidelines set forth in Sections 1 and 2 above. The Company will explain in its proxy state-
ment any Board determination that a relationship was immaterial in the event that it did not meet the categorical standards of immateriality set forth
in Section 2 above.
4. For purposes of these standards, an “immediate family member” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law,
sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person’s home; except that
when applying the independence tests described above, the Company need not consider individuals who are no longer immediate family members
as a result of legal separation or divorce, or those who have died or have become incapacitated.
APPENDIX B: DIRECTOR SELECTION PROCESS
The entire Board of Directors is responsible for nominating members for election to the Board and for filling vacancies on the Board that may occur
between annual meetings of the shareholders. The Corporate Responsibility and Governance Committee is responsible for identifying, screening and rec-
ommending candidates to the Board for Board membership. The Chair of the Corporate Responsibility and Governance Committee will oversee this
process.
The Corporate Responsibility and Governance Committee will generally use the following process when recruiting, evaluating and selecting director can-
didates. The various steps outlined in the process may be performed simultaneously and in an order other than that presented below. Throughout the
process, the Committee will keep the full Board informed of its progress.
The Company is committed to maintaining its tradition of inclusion and diversity within the Board, and confirms that its policy of non-discrimination
based on sex, race, religion or national origin applies in the selection of Directors.
1. The Committee will assess the Board’s current and projected strengths and needs by, among other things, reviewing the Board’s current profile, its
Director Qualification Standards and the Company’s current and future needs.
2. Using the results of this assessment, the Committee will prepare a target candidate profile.