Kodak 2006 Annual Report Download - page 174

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following directors served on the Compensation Committee during 2006: Martha Layne Collins, Timothy M. Donahue, Durk I. Jager, Debra L. Lee,
Hector de J. Ruiz and Laura D’Andrea Tyson. There were no Compensation Committee interlocks between the Company and other entities involving
the Company’s executive officers and directors.
GOVERNANCE PRACTICES
Described below are some of the significant governance practices that have been adopted by our Board.
Presiding Director
Our Board created the position of Presiding Director in February 2003. Richard S. Braddock has been designated the Board’s Presiding Director. The
primary functions of the Presiding Director are to: 1) ensure that our Board operates independently of our management; 2) chair the meetings of the
independent directors; 3) act as the principal liaison between the independent directors and the CEO; and 4) assist the Board in its understanding of
the boundaries between Board and management responsibilities. A more detailed description of the Presiding Director’s duties can be found at www.
kodak.com/go/governance.
Meeting Attendance
In February 2004, our Board adopted a “Director Attendance Policy.” A copy of this policy is attached as an appendix to our Corporate Governance
Guidelines, which can be accessed at www.kodak.com/go/governance. Under this policy, all of our directors are strongly encouraged to attend our
annual meeting of shareholders.
In 2006, the Board held a total of 10 meetings. Each director attended in excess of 75% of the meetings of the Board and committees of the Board on
which the director served. All of our directors attended our 2006 annual meeting.
Executive Sessions
Executive sessions of our non-management directors are held at least four times a year. These sessions are chaired by our Presiding Director.
If all of our non-management directors are not independent, the independent members of our Board will meet in executive session at least once a year.
Our Presiding Director will chair these meetings.
In 2006, all of our non-management directors were independent. They met in executive session four (4) times.
Board Declassification
In 2005, the Board submitted for your approval a management proposal that all Board members be elected annually. You approved this proposal by a
substantial majority and, as a result, the Company amended its Restated Certificate of Incorporation to eliminate the classified system. As required by
the proposal, this is being done in stages so that all Board members will be elected to one-year terms beginning in 2008. The Board believes a declas-
sified board better ensures that the Company’s corporate governance policies maximize accountability to you.
Communications with Our Board
The Board maintains a process for our shareholders and other interested parties to communicate with the Board. Shareholders and interested parties
who wish to communicate with the Board, the independent directors as a group, or an individual director, including the Presiding Director, may send
an e-mail to our Presiding Director at [e-mail] or may send a letter to our Presiding Director at P.O. Box 92818, Rochester, NY
14650. Communications sent by e-mail will go simultaneously to Kodak’s Presiding Director and Secretary. Our Secretary will review communications
sent by mail and if they are relevant to, and consistent with, Kodak’s operations, policies and philosophies, they will be forwarded to the Presiding
Director. By way of example, communications that are unduly hostile, threatening, illegal or similarly inappropriate will not be forwarded to the Presid-
ing Director. Our Secretary will periodically provide the Board with a summary of all communications received that were not forwarded to the Presiding
Director and will make those communications available to any director upon request. The Presiding Director will determine whether any communica-
tion sent to the full Board should be properly addressed by the entire Board or a committee thereof and whether a response to the communication is
warranted. If a response is warranted, the Presiding Director may choose to coordinate the content and method of the response with our Secretary.