Kodak 2006 Annual Report Download - page 230

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EXHIBIT II — DIRECTOR QUALIFICATION STANDARDS
In addition to any other factors described in the Company’s Corporate Governance Guidelines, the Board should, at a minimum, consider the following
factors in the nomination or appointment of members of the Board:
Integrity. Directors should have proven integrity and be of the highest ethical character and share the Company’s values.
Reputation. Directors should have reputations, both personal and professional, consistent with the Company’s image and reputation.
Judgment. Directors should have the ability to exercise sound business judgment on a broad range of issues.
Knowledge. Directors should be fi nancially literate and have a sound understanding of business strategy, business environment, corporate gover-
nance and board operations.
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 at-
tending 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.
EXHIBIT III — DIRECTOR SELECTION PROCESS
The entire Board of Directors is responsible for nominating members for election to the Board and for fi lling vacancies on the Board that may occur
between annual meetings of the shareholders. The Corporate Responsibility and Governance Committee is responsible for identifying, screening and
recommending candidates to the Board for Board membership. The Chair of the Corporate Responsibility and Governance Committee will oversee this
process.
The Corporate Responsibility and Governance Committee will generally use the following process when recruiting, evaluating and selecting director
candidates. The various steps outlined in the process may be performed simultaneously and in an order other than that presented below. Throughout
the process, the Committee will keep the full Board informed of its progress.
The Company is committed to maintaining its tradition of inclusion and diversity within the Board, and confi rms that its policy of non-discrimination
based on sex, race, religion or national origin applies in the selection of Directors.
1) The Committee will assess the Board’s current and projected strengths and needs by, among other things, reviewing the Board’s current profi le,
its Director Qualifi cation Standards and the Company’s current and future needs.
2) Using the results of this assessment, the Committee will prepare a target candidate profi le.
3) The Committee will develop an initial list of director candidates by retaining a search fi rm, utilizing the personal network of the Board and senior
management of the Company, and considering any nominees previously recommended.
4) The Committee will screen the resulting slate of director candidates to identify those individuals who best fi t the target candidate profi le and the
Board’s Director Qualifi cation Standards. From this review, the Committee will prepare a list of preferred candidates and present it to the full
Board and the CEO for input.