Kodak 2005 Annual Report Download - page 172

16
• met with the Company’s Chief Diversity Offi cer to review the Company’s progress against the Diversity Advisory Panel’s
2004 recommendations;
• prepared and conducted an evaluation of the Committee’s own performance, discussed the results of the evaluation and prepared an action
plan from these discussions to further enhance the Committee’s performance;
• recommended to the Board amendments to the Company’s restated certifi cate of incorporation to declassify the Board and eliminate the super
majority voting provisions;
• reviewed the Company’s Health, Safety and Environment strategies and management system;
• reviewed and approved the Company’s 2006 Charitable Contributions Budget;
• monitored the Board’s progress against its action plan from its 2004 evaluation;
• oversaw the Board’s annual performance review; and
• recommended to the Board a realignment of the Board’s committee assignments.
The Corporate Responsibility and Governance Committee is sometimes referred to as the “Governance Committee” in this Proxy Statement.
Executive Compensation and Development Committee — 13 meetings in 2005
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 equity-based compensation plans; reviewing and approving the compensation of the
Company’s CEO; overseeing the compensation of the Company’s executive offi cers; reviewing the Company’s succession plans for its CEO, President,
if applicable, and other key positions; and overseeing the Company’s activities in the areas of leadership and executive 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:
• oversaw the implementation of the Company’s succession plan for its CEO and Chairman, and determined the compensation arrangements
for Antonio M. Perez in connection with his election as CEO and Chairman and for Daniel A. Carp in connection with his retirement as CEO
and Chairman;
• reviewed the executive compensation strategy, goals and principles;
• reviewed the Company’s executive development process;
• reviewed the Company’s global benefi t plans, including its healthcare and retirement benefi ts, and the associated liabilities, strategies and
cost control initiatives;
• completed a review of the Committee’s own performance;
• set the compensation for the CEO and reviewed and approved the compensation recommendations for the Company’s other executive offi cers;
• reviewed tally sheets setting forth all components of the CEO’s and the named executive offi cers’ compensation;
• reviewed the Company’s change in control program; and
• granted and certifi ed awards under the Company’s compensation plans.
The Executive Compensation and Development Committee is sometimes referred to as the “Compensation Committee” in this Proxy Statement.
Finance Committee — 4 meetings in 2005
The Finance Committee assists the Board in overseeing the Company’s: balance sheet and cash fl ow performance; fi nancing plans; capital
expenditures; acquisitions, joint ventures and divestitures; risk management programs; performance of sponsored pension plans; and tax policy.
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 Finance Committee:
• reviewed and approved and recommended Board approval of the Company’s new secured credit facility;
• reviewed the Company’s capital structure and fi nancing strategies including dividend declaration, capital expenditures, debt repayment plan,
share repurchase and hedging of foreign exchange and commodity price risks;
• reviewed cash fl ow and balance sheet performance;
• reviewed credit ratings and key fi nancial ratios;
• reviewed signifi cant acquisitions, divestitures, including real estate sales, and joint ventures;
• reviewed investment performance;
• reviewed the funding status and performance of the Company’s defi ned benefi t pension plans;
• reviewed the Company’s insurance risk management, crisis management and asset protection programs; and
• reviewed the Company’s tax policy and strategies.