Kodak 2003 Annual Report Download - page 134

Download and view the complete annual report

Please find page 134 of the 2003 Kodak annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 144

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144

Proxy Statement
134
3. The Committee will develop an initial list of director candidates by retaining a search firm, utilizing the personal network of the Board and senior
management of the Company, and considering any nominees previously recommended.
4. The Committee will screen the resulting slate of director candidates to identify those individuals who best fit the target candidate profile and the
Board’s Director Qualification Standards. From this review, the Committee will prepare a list of preferred candidates and present it to the full Board
and the CEO for input.
5. The Committee will determine if any director has a business or personal relationship with any of the preferred candidates that will enable the direc-
tor to initiate contact with the candidate to determine his or her interest in being considered for membership to the Board. If necessary, the search
firm will be used to initiate this contact.
6. Whenever possible, the Chair of the Committee, the Presiding Director, at least one other independent member of the Board and the CEO will inter-
view each interested preferred candidate.
7. Based on input received from the candidate interviews, the Committee will determine whether to extend an invitation to a candidate to join the
Board.
8. A reference check will be performed on the candidate.
9. Depending on the results of the reference check, the Committee will extend the candidate an invitation to join the Board, subject to election by the
Board.
10. The full Board will vote on whether to elect the candidate to the Board.
11. The Secretary of the Company will arrange for orientation sessions for newly elected Directors, including briefing by senior managers, to familiarize
new Directors with the Company’s overall business and operations, strategic plans and goals, financial statements, and key policies and practices,
including corporate governance matters.
APPENDIX C: DIRECTOR QUALIFICATION STANDARDS
In addition to any other factors described in the Company’s Corporate Governance Guidelines, the Board should, at a minimum, consider the following
factors in the nomination or appointment of members of the Board:
Integrity
Directors should have proven integrity and be of the highest ethical character and share the Company’s values.
Reputation
Directors should have reputations, both personal and professional, consistent with the Company’s image and reputation.
Judgment
Directors should have the ability to exercise sound business judgment on a broad range of issues.
Knowledge
Directors should be financially literate and have a sound understanding of business strategy, business environment, corporate governance
and board operations.
Experience
In selecting directors, the Board should generally seek active and former CEOs, CFOs, international operating executives, presidents of
large and complex divisions of publicly held companies, and leaders of major complex organizations, including scientific, accounting, government, educa-
tional and other non-profit institutions.
Maturity
Directors should value board and team performance over individual performance, possess respect for others and facilitate superior board
performance.
Commitment
Directors should be able and willing to devote the required amount of time to the Company’s affairs, including preparing for and attend-
ing meetings of the Board and its committees. Directors should be actively involved in the Board and its decision making.
Skills
Directors should be selected so that the Board has an appropriate mix of skills in core areas such as: accounting and finance, technology, man-
agement, marketing, crisis management, strategic planning, international markets and industry knowledge.
Track Record
Directors should have a proven track record of excellence in their field.
Diversity
Directors should be selected so that the Board of Directors is a diverse body, with diversity reflecting gender, ethnic background, country of
citizenship and professional experience.
Age
Given the Board’s mandatory retirement age of 70, directors must be able to, and should be committed to, serve on the Board for an extended
period of time.
Independence
Directors should be independent in their thought and judgment and be committed to represent the long-term interests of all of the
Company’s shareholders.
Ownership Stake
Directors should be committed to having a meaningful, long-term equity ownership stake in the Company.