Kodak 2003 Annual Report Download - page 97

Proxy Statement
97
COMMITTEES OF THE BOARD
The Board has the five committees described below. The Board has determined that each of the members of the Audit Committee, the Corporate
Responsibility and Governance Committee, the Executive Compensation and Development Committee and the Finance Committee has no material rela-
tionship 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 corporate governance
listing standards and the rules of the SEC.
Audit Committee— 8 meetings in 2003
The Audit Committee assists the Board in overseeing the integrity of the Company’s financial reports; the Company’s compliance with legal and regulato-
ry requirements; the independent auditor’s selection, qualifications, performance and independence; the Company’s systems of disclosure controls and
procedures and internal controls over financial reporting; and the performance of the Company’s internal auditors. A detailed list of the Committee’s
functions is included in its charter, which can be accessed at www.kodak.com/go/governance. In the past year, the Audit Committee:
• 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 NYSE listing requirements;
• retained the independent accountants;
• reviewed and approved the audit and non-audit budgets and 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 had not been restricted and that adequate responses to their recommendations had been received;
• reviewed the progress of the Company’s internal controls assessment;
• conducted and reviewed the results of a Committee evaluation;
• monitored the Company’s legal and regulatory compliance, and compliance with the Company’s Business Conduct Guide; and
• revised the Committee’s written charter.
Corporate Responsibility and Governance Committee— 5 meetings in 2003
The Corporate Responsibility and Governance Committee assists the Board in overseeing the Company’s corporate governance structure; identifying and
recommending individuals to the Board for nomination as directors; performing an annual review of the Board’s performance; and overseeing the
Company’s activities in the areas of environmental and social responsibility. A detailed list of the Committee’s functions is included in its charter, which
can be accessed at www.kodak.com/go/governance. In the past year, the Corporate Responsibility and Governance Committee:
• revised its charter to comply with the requirements of the NYSE’s corporate governance listing standards;
• restated the Company’s Corporate Governance Guidelines in light of the new corporate governance listing standards of the NYSE;
• recommended Director Independence Standards to the full Board for approval;
• adopted new Director Qualification Standards and a Director Attendance Policy;
• implemented an enhanced Director Selection Process;
• established a process for shareholders and other interested parties to communicate with the Board;
• recommended to the full Board the adoption of a number of measures based on the final recommendations of the Diversity Advisory Panel;
• completed a review of the Committee’s own performance;
• commenced a review of the Board’s compensation program;
• oversaw the Board’s annual performance review; and
• recommended to the full Board a realignment of the Board’s committee assignments.
Executive Compensation and Development Committee— 6 meetings in 2003
The Executive Compensation and Development Committee assists the Board in overseeing the Company’s executive compensation strategy; overseeing
the administration of its executive compensation and its equity-based compensation plans; reviewing and approving the compensation of the Company’s
CEO; overseeing the compensation of the Company’s executive officers; reviewing the Company’s succession plans for its CEO and President; and over-
seeing the Company’s activities in the areas of leadership and organization development. A detailed list of the Committee’s functions is included in its
charter, which can be accessed at www.kodak.com/go/governance. In the past year, the Executive Compensation and Development Committee:
• completed a study of the Company’s long-term compensation for its executives;
• approved the adoption of a new performance-based, long-term compensation program for all of the Company’s executives;