Kodak 2006 Annual Report Download - page 171

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Corporate Responsibility and Governance Committee — 8 meetings in 2006
The Corporate Responsibility and Governance Committee assists the Board in: overseeing the Company’s corporate governance structure; identifying
and recommending individuals to the Board for nomination as directors; performing an annual review of the Board’s performance; and overseeing the
Company’s activities in the areas of environmental and social responsibility, charitable contributions, diversity and equal employment opportunity. A
detailed list of the Corporate Responsibility and Governance Committee’s functions is included in its charter, which can be accessed at www.kodak.
com/go/governance.
In the past year, the Corporate Responsibility and Governance Committee:
• recommended to the Board a 2006 Board business plan and monitored the Board’s performance against this plan;
• discussed best practices and evolving developments in the area of corporate governance;
• continued its search for potential candidates to serve as members of the Board;
• met with the Company’s Chief Diversity Offi cer to review the Company’s progress against the Diversity Advisory Panel’s 2004 recommendations;
• prepared and conducted an evaluation of the Corporate Responsibility and Governance Committee’s own performance, discussed the results
of the evaluation, and prepared an action plan from these discussions to further enhance the Corporate Responsibility and Governance
Committee’s performance;
• recommended to the Board amendments to its Corporate Governance Guidelines;
• reviewed the Company’s Health, Safety and Environment strategies and management system;
• reviewed and approved the Company’s 2007 Charitable Contributions Budget;
• monitored the Board’s progress against its action plan from its 2005 evaluation; and
• oversaw the Board’s annual performance review.
The Corporate Responsibility and Governance Committee is also referred to as the “Governance Committee” in this Proxy Statement.
Executive Compensation and Development Committee — 11 meetings in 2006
The Executive Compensation and Development Committee assists the Board in: overseeing the Company’s executive compensation strategy;
overseeing the administration of its executive compensation and equity-based compensation plans; reviewing and approving the compensation of the
Company’s CEO; overseeing the compensation of the Company’s executive offi cers; reviewing the Company’s succession plans for its CEO, President,
if applicable, and other key positions; and overseeing the Company’s activities in the areas of leadership and executive development. A detailed list of
the Executive Compensation and Development Committee’s functions is included in its charter, which can be accessed at www.kodak.com/go/gov-
ernance.
In the past year, the Executive Compensation and Development Committee:
• oversaw the Company’s succession plan for its CEO and Chairman, and determined the compensation arrangements for its Chairman and CEO,
Antonio M. Perez;
• reviewed the executive compensation strategy, goals and principles;
• reviewed the Company’s executive development process;
• reviewed the Company’s global benefi t plans, including its healthcare and retirement benefi ts, and the associated liabilities, strategies and
cost control initiatives;
• completed a review of the Executive Compensation and Development Committee’s own performance;
• set the compensation for the CEO and reviewed and approved the compensation recommendations for the Company’s other executive offi cers;
• reviewed tally sheets setting forth all components of the CEO’s and the named executive offi cers’ compensation; and
• granted and certifi ed awards under the Company’s compensation plans.
The Executive Compensation and Development Committee is also referred to as the “Compensation Committee” in this Proxy Statement.