Kodak 2005 Annual Report Download - page 211

55
XI. ANNUAL PERFORMANCE EVALUATIONS
Board Evaluation The Board, under the direction of the Corporate Responsibility and Governance Committee, will annually conduct a self-evaluation
to determine whether it and its committees are functioning effectively. The results of this evaluation will be presented to the Board for its review
and discussion.
Committee Evaluations Each committee, with the exception of the Executive Committee, will annually conduct a self-evaluation of its
performance. The results of such evaluation will be reported to and reviewed by the Corporate Responsibility and Governance Committee. The
Corporate Responsibility and Governance Committee will report the results of its review of these evaluations to the Board.
APPENDIX A: DIRECTOR INDEPENDENCE STANDARDS
Pursuant to the recently fi nalized NYSE Listing Standards, the Board of Directors has adopted Director Independence Standards to assist in its
determination of director independence. To be considered “independent” for purposes of these standards, a director must be determined, by resolution
of the Board as a whole, after due deliberation, to have no material relationship with the Company other than as a director. In each case, the Board will
broadly consider all relevant facts and circumstances and will apply the following standards.
1) A director will not be considered “independent” if, within the preceding three years:
• the director was an employee, or an immediate family member of the director was an executive offi cer of the Company; or
• the director, or an immediate family member of the director, received more than $100,000 per year in direct compensation from the Company,
other than director fees and pension or other forms of deferred compensation for prior service (provided that such compensation is not
contingent in any way of continued service with the Company); except that compensation received by an immediate family member of the
director for services as a non-executive employee of the Company need not be considered in determining independence under this test; or
• the director was affi liated with or employed by, or an immediate family member of the director was affi liated with or employed in a
professional capacity by, a present or former internal or external auditor of the Company; or
• the director, or an immediate family member of the director, was employed as an executive offi cer of another company where any of the
Company’s present executives serve on that company’s compensation committee; or
• the director was employed by another company (other than a charitable organization), or an immediate family member of the director was
employed as an executive offi cer of such company, that makes payments to, or receives payments from, the Company for property or services
in an amount which, in any single fi scal year, exceeds the greater of: a) $1 million or b) 2% of such other company’s consolidated gross
revenues; provided, however, that in applying this test, both the payments and the consolidated gross revenues to be measured will be those
reported in the last completed fi scal year; and provided, further, that this test applies solely to the fi nancial relationship between the Company
and the director’s (or immediate family member’s) current employer — the former employment of the director or immediate family member
need not be considered.
2) The following relationships will not be considered to be material relationships that would impair a director’s independence:
• Commercial Relationship: if a director of the Company is an executive offi cer or an employee, or whose immediate family member is an
executive offi cer of another company that makes payments to, or receives payments from, the Company for property or services in an amount
which, in any single fi scal year, does not exceed the greater of: a) $1,000,000 or b) 2% of such other company’s consolidated gross revenues;
• Indebtedness Relationship: if a director of the Company is an executive offi cer of another company which is indebted to the Company, or
to which the Company is indebted, and the total amount of either company’s indebtedness is less than 2% of the consolidated assets of the
company wherein the director serves as an executive offi cer;
• Equity Relationship: if the director is an executive offi cer of another company in which the Company owns a common stock interest, and
the amount of the common stock interest is less than 5% of the total shareholders’ equity of the company where the director serves as an
executive offi cer; or
• Charitable Relationship: if a director of the Company, or the spouse of a director of the Company, serves as a director, offi cer or trustee
of a charitable organization, and the Company’s contributions to the organization in any single fi scal year are less than the greater of:
a) $1,000,000 or b) 2% of that organization’s gross revenues.
3) For relationships not covered by Section 2 above, or for relationships that are covered, but as to which the Board believes a director may
nevertheless be independent, the determination of whether the relationship is material or not, and therefore whether the director would be
independent, will be made by the directors who satisfy the independence guidelines set forth in Sections 1 and 2 above. The Company will
explain in its Proxy Statement any Board determination that a relationship was immaterial in the event that it did not meet the categorical
standards of immateriality set forth in Section 2 above.