Kodak 2003 Annual Report Download - page 93

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Proxy Statement
93
Board Structure and Corporate Governance
INTRODUCTION
Ethical business conduct and good corporate governance are not new practices at Kodak. The reputation of our Company and its brand has been built by
more than a century of ethical business conduct. The Company and the Board have long practiced good corporate governance and believe it to be a pre-
requisite to providing sustained, long-term value to our shareholders. We continually monitor developments in the area of corporate governance, and
lead in developing and implementing best practices.
CORPORATE GOVERNANCE GUIDELINES
We first adopted Corporate Governance Guidelines in July 2001. These guidelines reflect the principles by which the Company operates. From time to
time, the Board reviews and revises our Corporate Governance Guidelines in response to regulatory requirements and evolving best practices. In
February 2004, our Board restated our Corporate Governance Guidelines to reflect the recent changes in the NYSE’s corporate governance listing stan-
dards. A copy of these restated Corporate Governance Guidelines are attached as Exhibit III and are published on our website at
www.kodak.com/go/governance.
BUSINESS CONDUCT GUIDE AND DIRECTORS’ CODE OF CONDUCT
All of our employees, including the Chief Executive Officer, the Chief Financial Officer, the Controller, all other Senior Financial Officers and all other exec-
utive officers, are required to comply with our long-standing code of conduct, the “Business Conduct Guide.” The Business Conduct Guide requires our
employees to maintain the highest ethical standards in the conduct of company business so that they and the Company are always above reproach.
More recently, our Board adopted a Directors’ Code of Conduct. Both our Business Conduct Guide and our Directors’ Code of Conduct are published on
our website at www.kodak.com/go/governance.
BOARD INDEPENDENCE
For a number of years, a substantial majority of our Board has been comprised of independent directors. In February of 2004, the Board adopted Director
Independence Standards to aid it in determining whether a director is independent. These Director Independence Standards are in compliance with the
new director independence requirements of the NYSE’s corporate governance listing standards. The Director Independence Standards are attached as an
appendix to our Company’s Corporate Governance Guidelines, which are attached as Exhibit III.
The Board has determined that each of the Board’s current directors, except Daniel A. Carp, the Chairman of the Board and Chief Executive Officer, has
no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the
Company) and is independent under the Company’s Director Independence Standards and, therefore, independent within the meaning of the NYSE’s cor-
porate governance listing standards and the rules of the SEC.
AUDIT COMMITTEE FINANCIAL QUALIFICATIONS
The Board has determined that all members of its Audit Committee are independent and are financially literate as required by the NYSE, and that at least
one of the Committee’s members, William H. Hernandez, possesses the qualifications of an Audit Committee Financial Expert, as defined by SEC rules,
and has accounting or related financial management expertise, as required by the NYSE.