Kodak 2005 Annual Report Download - page 197

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Other Key Actions in 2005
Some of the other key actions taken by the Committee last year are described below.
Director Independence
The Committee assessed each non-management director’s independence based upon the Board’s Director Independence Standards and those of the
New York Stock Exchange, and made recommendations to the full Board regarding each non-management director’s independence.
Disclosure Practices
Under the Committee’s direction, the Company enhanced its proxy statement disclosure practices in such areas as director compensation, corporate
governance and executive compensation.
Board Business Plan
Based on the Committee’s assistance, the Board last year established for the fi rst time an annual board business plan. The business plan is the end
product of a formal process developed by the Committee to annually establish and prioritize the Board’s goals. A more detailed description of this
process appears on page 19 of this Proxy Statement. The Committee tracked the Board’s performance against its business plan and provided periodic
reports to the Board on its progress. Performance against the business plan was also assessed as part of the Board’s 2005 annual evaluation.
Corporate Governance Best Practices
The Committee discussed best practices and evolving developments in the area of corporate governance and received advice in this regard from an
external third-party governance expert.
Committee Evaluation
The Committee prepared and conducted an annual self-evaluation, discussed the results of this evaluation and developed an action plan from these
discussions to further enhance the Committee’s performance.
Diversity Advisory Panel’s Recommendations
The Committee met with the Company’s Chief Diversity Offi cer to assess the Company’s progress with regard to the recommendations of the Diversity
Advisory Panel, a seven-member, blue-ribbon panel launched in 2001 to provide advice on the Company’s comprehensive diversity strategy and
assess future diversity trends and the potential impact on Kodak.
Board Action Plan
The Committee monitored the Board’s performance against the action plan arising from the Board’s 2004 annual evaluation and provided periodic
reports to the Board concerning its progress against the action plan.
Committee Structure
Based on results of its 2004 study on improving Board meeting effectiveness, the Committee recommended a change to the Board’s committee
structure. The Committee suggested that in order to help balance the Audit Committee’s consistently heavy workload, Audit Committee members will
not serve on other committees of the Board. This change was approved by the Board and implemented following the Board’s July 2005 meeting.
Key Activities Planned for 2006
The Committee remains committed to continuous improvement in the Company’s corporate governance policies, practices and procedures, and
believes that strong corporate governance is a fundamental ingredient to building shareholder value. Some of the key activities the Committee plans to
take in 2006 are described below.
Majority Voting for Board Candidates
The Committee has taken note of the extensive debate concerning the issue of majority voting for board candidates and recognizes the potentially
far-reaching implications of this diffi cult and complex issue. While the Committee has already begun studying and deliberating on this important
corporate governance topic, it expects to recommend a position on the issue to the full Board sometime later this year.
Director Orientation and Education Program
The Company’s current continuing director education program generally consists of three elements: 1) periodic visits to Company facilities; 2) periodic
training regarding the policies and practices relevant to the Company’s business and operations; and 3) participation in director education workshops
and attendance at director education institutes. Recognizing the importance of director training to board accountability, director independence and