Kodak 2005 Annual Report Download - page 208

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Board Membership Criteria Nominees for director will be selected on the basis of a number of factors, including the nominee’s integrity, reputation,
judgment, knowledge, experience, diversity and Board needs. The Board is committed to a diversifi ed membership. The Corporate Responsibility and
Governance Committee is responsible for assessing the appropriate balance of skills and characteristics required of Board members. The Board has
established “Director Qualifi cation Standards” set forth in Appendix C to assist it in selecting Board nominees.
III. BOARD LEADERSHIP
Chairman of the Board The Board of Directors will elect a Chairman of the Board who will have primary responsibility for scheduling Board
meetings, calling special meetings when necessary, setting or proposing the agenda for each meeting and leading the conduct of Board meetings.
The CEO of the Company will, in most cases, also be the Chairman of the Board.
Presiding Director The Board of Directors will also elect a Presiding Director whose primary function will be to ensure that the Board operates
independent of the Company’s management. Absent a Board decision to the contrary, the Presiding Director will be the longest-tenured independent
member of the Board. Included as part of the Presiding Director’s responsibilities are: convening and chairing regular and special meetings of the
independent directors, acting as the principal liaison between the independent directors and the CEO and providing feedback to the CEO from the
meetings of the independent directors.
IV. BOARD CONDUCT
Change of Responsibility of Director Directors are expected to report changes in their employment or their business or professional affi liations or
responsibilities, including retirement, to both the Chairman of the Board and the Chair of the Corporate Responsibility and Governance Committee. A
director will tender a resignation when there is a change in the director’s principal employment. Based on advice from the Corporate Responsibility and
Governance Committee, the Board will then decide whether continued Board membership is appropriate under the circumstances.
The CEO and any other offi cer of the Company who is a director will tender their resignation from the Board when such individual ceases to be the CEO
or other offi cer of the Company. The CEO should not, in most cases, continue as a director after retirement from the Company.
Retirement A director will retire from the Board at the fi rst Annual Meeting following the director’s 70th birthday.
Equity Ownership It is expected that each director will develop a meaningful equity interest in the Company within a reasonable period after initial
election to the Board and retain such equity interest while serving on the Board. To align the interests of directors and the Company’s shareholders, a
director is not permitted to exercise any stock options or sell any restricted shares granted to him or her by the Company unless and until the director
owns shares of stock in the Company (either outright or through phantom stock units in the Deferred Compensation Plan for Directors) that have a
value equal to at least fi ve times the then maximum amount of the annual retainer which may be taken in cash by the director.
Other Board Memberships Directors should advise both the Chairman of the Board and the Chair of the Corporate Responsibility and Governance
Committee before accepting any other public company directorship. If the Corporate Responsibility and Governance Committee determines a
confl ict of interest exists by serving on the board of another company, the director is expected to act in accordance with the recommendation of
the committee.
Other Audit Committee Memberships No member of the Audit Committee may serve simultaneously on the audit committees of more than two
other public company boards, unless the Board determines that such simultaneous service would not impair such director’s ability to effectively serve
on the Audit Committee and such determination is disclosed in the Company’s annual Proxy Statement. Directors will advise both the Chairman of
the Board and the Chair of the Corporate Responsibility and Governance Committee prior to accepting an invitation to serve on the audit committee of
another public company board.
Communications with the Public The CEO is responsible for establishing effective communications with the Company’s stakeholder groups
(i.e., the press, institutional investors, analysts, customers, suppliers and other constituencies). The Board will look to management to speak for the
Company. Board members will refer all inquiries from and communications with the Company’s stakeholder groups to the CEO. In the unusual
circumstance where the independent directors need to communicate directly with the press, the Presiding Director will perform this function.
Confi dentiality The Board believes maintaining confi dentiality of information and deliberations is an imperative. Information learned during the
course of service of the Board is to be held confi dential and used solely in furtherance of the Company’s business.
Code of Business Conduct and Ethics The Company will maintain, and the Audit Committee will oversee compliance with, a code of business
conduct and ethics for the directors. Such code as currently in effect is set forth in Appendix D, and such code may be modifi ed and replaced from
time to time by the Audit Committee.