Kodak 2006 Annual Report Download - page 170


ANTONIO M. PEREZ Director since October 2004
Mr. Perez, 61, joined Kodak as President and Chief Operating Officer in April 2003, and was elected to the Company’s
Board of Directors in October 2004. In May 2005, he was elected Chief Executive Officer and on December 31, 2005, he
became Chairman of the Company’s Board of Directors. Mr. Perez joined Kodak after a twenty-five year career at Hewlett-
Packard Company, where he was a corporate Vice President and member of the company’s Executive Council. From
August 1998 to October 1999, Mr. Perez served as President of HP’s Consumer Business, with responsibility for Digital
Media Solutions and corporate marketing. Prior to that assignment, Mr. Perez served for five years as President and CEO
of HP’s Inkjet Imaging Business. In his career, Mr. Perez held a variety of positions in research and development, sales,
manufacturing, marketing and management both in Europe and the United States. Just prior to joining Kodak, Mr. Perez
served as an independent consultant for large investment firms, providing counsel on the effect of technology shifts on
financial markets. From June 2000 to December 2001, Mr. Perez was President and CEO of Gemplus International. He is
a member of the Business Council as well as the Business Roundtable. He is a member of the International Consultative
Conference on the Future Economic Development of Guangdong Province, China, an advisory body for the Governor of
Guangdong, China. He is also a member of the Board of Trustees of the George Eastman House. A native of Spain, Mr.
Perez studied electronic engineering, marketing and business in Spain and France. Mr. Perez was a member of the Board
of Directors of Freescale Semiconductor from December 2004 to December 2006. Mr. Perez served as Vice Chair of the
Diversity Best Practices Initiative in 2006 and 2007 and will become the Initiative’s Chairman in the fourth quarter of 2007.
ANTONIO M. PEREZ
COMMITTEES OF THE BOARD
The Board has the five committees described below. The Board has determined that each of the members of the Audit Committee (William H. Her-
nandez, Durk I. Jager, Debra L. Lee and Delano E. Lewis), the Corporate Responsibility and Governance Committee (Richard S. Braddock, Michael J.
Hawley, Hector de J. Ruiz and Laura D’Andrea Tyson), the Executive Compensation and Development Committee (Martha Layne Collins, Timothy M.
Donahue, Hector de J. Ruiz and Laura D’Andrea Tyson) and the Finance Committee (Richard S. Braddock, Martha Layne Collins, Timothy M. Donahue
and Michael J. Hawley) has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has
a relationship with the Company) and is independent under the Company’s Director Independence Standards and, therefore, independent within the
meaning of the NYSE’s corporate governance listing standards and, in the case of the Audit Committee, the rules of the SEC.
Audit Committee — 11 meetings in 2006
The Audit Committee assists the Board in overseeing: the integrity of the Company’s financial reports; the Company’s compliance with legal and
regulatory requirements; the independent registered public accounting firm’s (the independent accountants) selection, qualifications, performance
and independence; the Company’s systems of disclosure controls and procedures and internal control over financial reporting; and the performance of
the Company’s internal auditors. A detailed list of the Audit Committee’s functions is included in its charter, which can be accessed at www.kodak.
com/go/governance.
In the past year, the Audit Committee:
• discussed the independence of the independent accountants;
• discussed the quality of the accounting principles used to prepare the Company’s financial statements;
• reviewed the Company’s periodic financial statements and SEC filings;
• oversaw the Company’s compliance with requirements of the Sarbanes-Oxley Act and SEC rules;
• retained the independent accountants;
• reviewed and approved the audit and non-audit budgets and activities of both the independent accountants and the internal audit staff of the
Company;
• received and analyzed reports from the Company’s independent accountants and internal audit staff;
• received and analyzed reports from the Company’s Chief Compliance Officer;
• met separately and privately with the independent accountants and with the Company’s Director, Corporate Auditing, to ensure that the scope
of their activities had not been restricted and that adequate responses to their recommendations had been received;
• reviewed the progress of the Company’s internal controls assessment;
• conducted and reviewed the results of an Audit Committee evaluation;
• reviewed the fees and activities of the Company’s other significant service providers;
• reviewed the results of the PCAOB report on the 2005 limited inspection of the independent accountants;
• reviewed the results of the Company’s employee affirmation and training process relating to the Company’s Business Conduct Guide;
• oversaw management’s evaluation and remediation of the material weakness in controls surrounding accounting for income taxes; and
• monitored the Company’s legal and regulatory compliance, compliance with the Company’s Business Conduct Guide and activity regarding the
Company’s Business Conduct Help Line.