Kodak 2005 Annual Report Download - page 213

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Experience In selecting directors, the Board should generally seek active and former CEOs, CFOs, international operating executives, presidents
of large and complex divisions of publicly held companies, and leaders of major complex organizations, including scientifi c, accounting, government,
educational and other non-profi t institutions.
Maturity Directors should value board and team performance over individual performance, possess respect for others and facilitate superior
board performance.
Commitment Directors should be able and willing to devote the required amount of time to the Company’s affairs, including preparing for and
attending meetings of the Board and its committees. Directors should be actively involved in the Board and its decision making.
Skills Directors should be selected so that the Board has an appropriate mix of skills in core areas such as accounting and fi nance, technology,
management, marketing, crisis management, strategic planning, international markets and industry knowledge.
Track Record Directors should have a proven track record of excellence in their fi eld.
Diversity Directors should be selected so that the Board of Directors is a diverse body, with diversity refl ecting gender, ethnic background, country
of citizenship and professional experience.
Age Given the Board’s mandatory retirement age of 70, directors must be able to, and should be committed to, serve on the Board for an extended
period of time.
Independence Directors should be independent in their thought and judgment and be committed to represent the long-term interests of all of the
Company’s shareholders.
Ownership Stake Directors should be committed to having a meaningful, long-term equity ownership stake in the Company.
APPENDIX D: DIRECTORS’ CODE OF CONDUCT
The Board of Directors of Eastman Kodak Company has adopted this Directors’ Code of Conduct to guide the directors in recognizing and addressing
ethical issues and in ensuring that their activities are consistent with the Company’s values of:
• respect for the dignity of the individual;
• uncompromising integrity;
• trust;
• credibility;
• continuous improvement and personal renewal; and
• recognition and celebration.
The Code is intended as a source of guiding principles, since no code or policy can anticipate every situation that may arise. Directors with questions
about the Code’s application to particular circumstances are encouraged to discuss the issue with the Company’s Compliance Offi cer or with the Chair
of the Audit Committee of the Board of Directors.
Compliance with Laws and Company Policies
Directors are expected to comply with applicable laws and Company policies, and to monitor legal and ethical compliance by the Company’s offi cers
and other employees.
Confl icts of Interest
Directors must avoid any confl icts of interest with the Company. A “confl ict of interest” exists when a director’s personal or professional interest is
adverse to, or may appear to be adverse to, the interests of the Company. Confl icts of interest may also arise when a director, or members of his or
her family, or an organization with which the director is affi liated, receives improper benefi ts as a result of the director’s position. Any situation that
involves, or may involve, a confl ict of interest must be promptly disclosed to the Company’s Compliance Offi cer or the Chair of the Audit Committee.
Corporate Opportunities
Directors owe a duty to the Company to advance its legitimate interests. Directors may not take for themselves personally or for other organizations
with which they are affi liated opportunities discovered through the use of Company property, information or position. No director may compete with
the Company or use Company property, information or position for improper personal gain.