Kodak 2006 Annual Report Download - page 175

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Consideration of Director Candidates
The Governance Committee will consider for nomination as director of the Company candidates recommended by its members, other Board members,
management, shareholders and the search firms it retains.
Shareholders wishing to recommend candidates for consideration by the Governance Committee may do so by providing the following information, in
writing, to the Governance Committee, c/o Secretary, Eastman Kodak Company, 343 State Street, Rochester, NY 14650-0218: 1) the name, address
and telephone number of the shareholder making the request; 2) the number of shares of the Company owned, and, if such person is not a share-
holder of record or if such shares are held by an entity, reasonable evidence of such person’s ownership of such shares or such person’s authority to
act on behalf of such entity; 3) the full name, address and telephone number of the individual being recommended, together with a reasonably detailed
description of the background, experience and qualifications of that individual; 4) a signed acknowledgement by the individual being recommended
that he or she has consented to: a) serve as director if elected and b) the Company undertaking an inquiry into that individual’s background, experi-
ence and qualifications; 5) the disclosure of any relationship of the individual being recommended with the Company or any subsidiaries or affiliates,
whether direct or indirect; and 6) if known to the shareholder, any material interest of such shareholder or individual being recommended in any
proposals or other business to be presented at the Company’s next annual meeting of shareholders (or a statement to the effect that no material inter-
est is known to such shareholder). Our Board may change the process by which shareholders may recommend director candidates to the Governance
Committee. Please refer to the Company’s website at www.kodak.com/go/governance for any changes to this process.
With regard to the election of directors covered by this Proxy Statement, the Company received no recommendations for candidates.
Director Qualification Standards
When reviewing a potential candidate for the Board, the Governance Committee looks to whether the candidate possesses the necessary qualifica-
tions to serve as a director. To assist it in these determinations, the Governance Committee has adopted “Director Qualification Standards.” The
Director Qualification Standards are attached as Exhibit ll to this Proxy Statement and can also be accessed at www.kodak.com/go/governance.
These standards specify the minimum qualifications that a nominee must possess in order to be considered for election as a director. If a candidate
possesses these minimum qualifications, the Governance Committee, in accordance with the Director Selection Process described in the next section,
will then consider the candidate’s qualifications in light of the needs of the Board and the Company at that time, given the then-current mix of director
attributes.
Director Selection Process
As provided in the Company’s Corporate Governance Guidelines, the Governance Committee seeks to create a diverse and inclusive Board that, as a
whole, is strong in both its knowledge and experience. When identifying, screening and recommending new candidates to the Board for membership,
the Governance Committee follows the procedures outlined in its “Director Selection Process.” The Director Selection Process is attached as Exhibit lll
to this Proxy Statement and can also can be accessed at www.kodak.com/go/governance. The Governance Committee generally uses the services
of a third-party executive search firm when identifying and evaluating possible nominees for director.
Board Business Plan
In 2005, the Board adopted a formal process for annually establishing and prioritizing its goals. The end product of this process is a “Board business
plan.” The Board believes that adopting such a plan annually enhances its ability to measure its performance, improves its focus on the Company’s
long-term strategic issues and ensures that its goals are linked to the Company’s strategic initiatives.
Under the process approved by the Board, each year the Governance Committee submits to the Board a proposed list of Board goals for the following
year. At its first meeting of the year, the Board finalizes its goals for the year, prioritizes these goals and discusses possible performance measures for
each goal. The Governance Committee is responsible for tracking the Board’s performance against its goals and routinely reporting these results to the
Board. Performance against the goals is assessed as part of the Board’s annual evaluation process.
Strategic Role of Board
The Board plays a key role in developing, reviewing and overseeing the Company’s business strategy. Once each year, the Board devotes an extended
meeting to an update from management regarding the strategic issues and opportunities facing the Company and its businesses. Throughout the year,
the Board reviews the Company’s strategic plan and receives briefings and reports on critical aspects of its implementation. These include business
unit performance reviews, product category reviews and presentations regarding research and development initiatives and the Company’s intellectual
property portfolio.