Kodak 2005 Annual Report Download - page 167

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INTRODUCTION
Ethical business conduct and good corporate governance are not new practices at Kodak. The reputation of our Company and our 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
prerequisite 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. This is a fundamental goal of our Board.
CORPORATE GOVERNANCE GUIDELINES
We fi rst adopted Corporate Governance Guidelines in July 2001. These guidelines refl ect 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 refl ect changes in the NYSE’s corporate governance listing standards. A
copy of these restated Corporate Governance Guidelines is attached as Exhibit I to this Proxy Statement and published on our website at
www.kodak.com/go/governance.
BUSINESS CONDUCT GUIDE AND DIRECTORS’ CODE OF CONDUCT
All of our employees, including the CEO, the CFO, the Controller, all other senior fi nancial offi cers and all other executive offi cers, 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. In 2004, 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. We will post on this website any amendments to, or waivers of, the Business Conduct Guide or Directors’ Code
of Conduct. The Directors’ Code of Conduct is also attached as an appendix to our Corporate Governance Guidelines, which are attached as Exhibit I to
this Proxy Statement.
BOARD INDEPENDENCE
For a number of years, a substantial majority of our Board has been comprised of independent directors. In February 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
director independence requirements of the NYSE’s corporate governance listing standards. The Director Independence Standards are attached as an
appendix to our Corporate Governance Guidelines, which are attached as Exhibit I to this Proxy Statement.
The Board has determined that each of the following directors has no material relationship with the Company (either directly or as a partner,
shareholder or offi cer of an organization that has a relationship with the Company) and is independent under the Company’s Director Independence
Standards and, therefore, is independent within the meaning of the NYSE’s corporate governance listing standards and the rules of the SEC:
Richard S. Braddock, Martha Layne Collins, Timothy M. Donahue, Michael J. Hawley, William H. Hernandez, Durk I. Jager, Debra L. Lee,
Delano E. Lewis, Paul H. O’Neill, Hector de J. Ruiz and Laura D’Andrea Tyson. The remaining director, Antonio M. Perez, Chairman of the Board and
CEO, is an employee of the Company and, therefore, is not independent.
AUDIT COMMITTEE FINANCIAL QUALIFICATIONS
The Board has determined that all members of its Audit Committee are independent and are fi nancially literate as required by the NYSE, and that all
of its members (Richard S. Braddock, William H. Hernandez, Paul H. O’Neill and Hector de J. Ruiz) possess the qualifi cations of an Audit Committee
Financial Expert, as defi ned by SEC rules, and have accounting or related fi nancial management expertise, as required by the NYSE.
nBoard Structure and Corporate Governance