Kodak 2005 Annual Report Download - page 210

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VII. DIRECTOR ACCESS TO MANAGEMENT AND INDEPENDENT ADVISORS
Access to Management The Company expects and encourages its directors to have regular contact with the Company’s senior management.
Accordingly, the directors will have full access to the senior management of the Company. To assure that this access is not distracting to the business
operations of the Company, the directors are asked to advise the CEO when contacting any member of senior management.
Access to Independent Advisors The Board has the authority to engage independent legal, fi nancial or other advisors, as it may deem necessary
and advisable in fulfi lling its obligations and responsibilities, without consulting, or obtaining the approval of, management. Each committee of the
Board will also have such power.
VIII. DIRECTOR COMPENSATION
Compensation The Company believes that compensation for non-management directors should be competitive and should encourage increased
ownership of the Company’s stock through payment of a portion of the Company’s compensation in stock, deferred compensation stock equivalents or
options to purchase the Company’s stock. The Corporate Responsibility and Governance Committee will periodically report to the Board on the status
of the Board’s compensation in relation to other large publicly held companies.
Changes Changes in Board compensation should come at the suggestion of the Corporate Responsibility and Governance Committee, but with full
discussion and concurrence by the Board.
Employee Directors The Company’s employee directors will not receive additional compensation for their service as directors.
IX. DIRECTOR ORIENTATION AND EDUCATION
Director Orientation The Company, under the direction of the Corporate Responsibility and Governance Committee and with the assistance of
the Corporate Secretary, conducts orientation for newly elected members of the Board. This orientation familiarizes new directors with, among other
things, the Company’s business, strategic plans, signifi cant fi nancial, accounting and risk management issues, compliance programs, confl icts
policies, code of business conduct, corporate governance and principal offi cers. It also includes meetings with and presentations by key management
and visits to Company facilities. Each new director will participate in the Company’s director orientation.
Director Education The Board also recognizes the importance of continuing education for its members. Each director is expected to participate in
continuing education in order to maintain the necessary level of expertise to perform his or her responsibilities as a director. The Board acknowledges
that director continuing education may be provided in a variety of different forms including: external or internal education programs, presentations
or briefi ngs on particular topics, educational materials, meetings with key management and visits to Company facilities. The Company, under the
direction of the Corporate Responsibility and Governance Committee and with the assistance of the Corporate Secretary, will assist the directors in
pursuing continuing education opportunities.
X. MANAGEMENT EVALUATION AND SUCCESSION
CEO Evaluation The Executive Compensation and Development Committee evaluates the CEO annually, and reviews its actions with the Board.
The Board communicates its views to the CEO through the Chair of the Executive Compensation and Development Committee. The Executive
Compensation and Development Committee’s evaluation of the CEO is based on a combination of objective and subjective criteria and is discussed
in the Company’s annual Proxy Statement.
Succession Planning Succession planning for the Company’s CEO and President is the entire Board’s responsibility. To assist the Board, the CEO
will present to the Executive Compensation and Development Committee an annual report on succession planning for all senior offi cers of the
Company with an assessment of senior offi cers and their potential to succeed the CEO and other senior management positions. The CEO, together
with the Chair of the Executive Compensation and Development Committee, reviews this report with the entire Board. As a matter of policy, the CEO
provides the Board, on a regular basis, his or her recommendation as to a successor in the event he or she is no longer able to serve as CEO.
Management Development The Board, acting through its Executive Compensation and Development Committee, will determine that a satisfactory
system is in effect for education, development and orderly succession of senior and mid-level managers throughout the Company. There should be
an annual report by the CEO, fi rst to the Executive Compensation and Development Committee, and then to the Board, on the Company’s program for
management development.