Kodak 2003 Annual Report Download - page 99

Proxy Statement
99
OTHER BOARD MATTERS
Presiding Director
Our Board created the position of Presiding Director in February 2003. Richard S. Braddock has been designated the Board’s Presiding Director. The pri-
mary functions of the Presiding Director are to: (i) ensure that our Board operates independent of our management; (ii) chair the meetings of the inde-
pendent directors; (iii) act as the principal liaison between the independent directors and the CEO; and (iv) assist the Board in its understanding of the
boundaries between board and management responsibilities.
Meeting Attendance
In February of 2004, our Board adopted a “Director Attendance Policy.” A copy of this policy is attached as an appendix to our Corporate Governance
Guidelines, which are attached as Exhibit III. Under this new policy, all of our directors are strongly encouraged to attend our Annual Meeting of
Shareholders.
In 2003, the Board held a total of 14 meetings. Each director attended at least 80% of the meetings of the Board and committees of the Board on which
the director served. The average attendance by all directors was over 90%. All of our directors attended our 2003 Annual Meeting of Shareholders.
Executive Sessions
Executive sessions of our non-management directors are held at least four times a year. These sessions are chaired by our Presiding Director.
When all of our non-management directors are not independent, the independent members of our Board will meet in executive session at least once a
year. Our Presiding Director will chair these meetings.
In 2003, all of our non-management directors were independent. They met in executive session four times.
Communications with Our Board
The Board maintains a process for our shareholders and other interested parties to communicate with the Board of Directors. Shareholders and interest-
ed parties who wish to communicate with the Board may send an email to our Presiding Director at [email protected] or may send a let-
ter to our Presiding Director at P.O. Box 92818, Rochester, NY 14650. Communications sent by email will go simultaneously to Kodak’s Presiding Director
and Corporate Secretary. Our Corporate Secretary will review communications sent by mail and if they are relevant to, and consistent with, Kodak’s oper-
ations, policies and philosophies, they will be forwarded to the Presiding Director. By way of example, communications which are unduly hostile, threat-
ening, illegal or similarly inappropriate will not be forwarded to the Presiding Director. Our Corporate Secretary will periodically provide the Board a sum-
mary of all communications received that were not forwarded to the Presiding Director and will make those communications available to any director on
request. The Presiding Director will determine whether any communications sent to the full Board should be properly addressed by the entire Board or a
committee thereof and whether a response to the communication is warranted. If a response is warranted, the Presiding Director may choose to coordi-
nate the content and method of the response with our Corporate Secretary.
Consideration of Director Nominees
The Corporate Responsibility and Governance Committee will consider for nomination as director of the Company candidates recommended by its mem-
bers, other Board members, management, shareholders and the search firms it retains.
Shareholders wishing to recommend candidates for consideration by the Corporate Responsibility and Governance Committee may do so by providing
the following information, in writing, to the Corporate Responsibility and Governance Committee, c/o Corporate Secretary, Eastman Kodak Company, 343
State Street, Rochester, NY 14650-0218: (i) the name, address and telephone number of the shareholder making the request; (ii) the number of shares of
the Company owned, and if such person is not a shareholder of record or if such shares are held by an entity, reasonable evidence of such person’s
ownership of such shares or such person’s authority to act on behalf of such entity; (iii) the full name, address and telephone number of the individual
being recommended, together with a reasonably detailed description of the background, experience and qualifications of that individual; (iv) a signed
acknowledgement by the individual being recommended that he or she has consented to: (a) serve as director if elected; and (b) the Company’s under-
taking of an inquiry into that individual’s background, experience and qualifications; (v) the disclosure of any relationship of the individual being recom-
mended with the Company or any subsidiaries or affiliates, whether direct or indirect; and, (vi) if known to the shareholder, any material interest of such
shareholder or individual being recommended in any proposals or other business to be presented at the Company’s next Annual Meeting of Shareholders
(or a statement to the effect that no material interest is known to such shareholder). Our Board may change the process by which shareholders may rec-
ommend director candidates to the Corporate Responsibility and Governance Committee. Please refer to the Company’s website at
www.kodak.com/go/governance for any changes to this process. The Company has not received any shareholder recommendations of director candi-
dates with regard to the election of directors covered by this Proxy Statement.
Director Qualification Standards
When reviewing a potential candidate for the Board, the Corporate Responsibility and Governance Committee looks to whether the candidate possesses
the necessary qualifications to serve as a director. To assist it in these determinations, the Corporate Responsibility and Governance Committee has