Kodak 2005 Annual Report Download - page 173

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Executive Committee — No meeting in 2005
The Executive Committee is composed of six directors: the Chairman of the Board, the Presiding Director and the Chairs of the other four committees.
The Committee is generally authorized to exercise all of the powers of the Board in the intervals between meetings of the Board. The Executive
Committee did not meet in 2005. The Committee’s Charter can be accessed at www.kodak.com/go/governance.
COMMITTEE MEMBERSHIP
Corporate Responsibility Executive Compensation
Director Name Audit Committee and Governance Committee and Development Committee Finance Committee
Richard S. Braddock X
Martha Layne Collins X X
Timothy M. Donahue X* X
Michael J. Hawley X X
William H. Hernandez X*
Durk I. Jager X X*
Debra L. Lee X* X
Delano E. Lewis X X
Paul H. O’Neill X
Hector de J. Ruiz X
Laura D’Andrea Tyson X X
*Chair
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following directors served on the Compensation Committee during 2005: Martha Layne Collins, Timothy M. Donahue, Durk I. Jager,
Debra L. Lee, Paul H. O’Neill and Hector de J. Ruiz. There were no Compensation Committee interlocks between the Company and other entities
involving the Company’s executive offi cers and directors.
GOVERNANCE PRACTICES
Described below are some of the signifi cant governance practices that have been adopted by our Board.
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
primary functions of the Presiding Director are to: 1) ensure that our Board operates independently of our management; 2) chair the meetings of the
independent directors; 3) act as the principal liaison between the independent directors and the CEO; and 4) assist the Board in its understanding of
the boundaries between Board and management responsibilities. A more detailed description of the Presiding Director’s duties can be found at
www.kodak.com/go/governance.
Meeting Attendance
In February 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 I. Under this policy, all of our directors are strongly encouraged to attend our annual meetings
of shareholders.
In 2005, the Board held a total of 12 meetings. Each director attended in excess of 75% of the meetings of the Board and committees of the Board on
which the director served. All of our directors attended our 2005 annual meeting of shareholders.