Kodak 2007 Annual Report Download - page 134

11
 Board Structure and Corporate Governance
INTRODUCTION
Ethical business conduct and good corporate governance are not new practices at Kodak. The reputation of our Company and our brand
has been built by more than a century of ethical business conduct. The Company and the Board have long practiced good corporate
governance and believe it to be a prerequisite to providing sustained, long-term value to our shareholders. We continually monitor
developments in the area of corporate governance and lead in developing and implementing best practices. This is a fundamental goal of
our Board.
CORPORATE GOVERNANCE GUIDELINES
Our Corporate Governance Guidelines reflect the principles by which the Company operates. From time to time, the Board reviews and
revises our Corporate Governance Guidelines in response to regulatory requirements and evolving best practices. In February 2004, our
Board restated our Corporate Governance Guidelines to reflect changes in the New York Stock Exchange’s (NYSE) corporate governance
listing standards. A copy of the Corporate Governance Guidelines is published on our website at www.kodak.com/go/governance.
BUSINESS CONDUCT GUIDE AND DIRECTORS’ CODE OF CONDUCT
All of our employees, including the CEO, the CFO, the Controller, all other senior financial officers and all other Section 16 executive
officers, as defined under Section 16 of the Securities Exchange Act of 1934 (a Section 16 Executive Officer) are required to comply with
our long-standing code of conduct, the “Business Conduct Guide.” The Business Conduct Guide requires our employees to maintain the
highest ethical standards in the conduct of company business so that they and the Company are always above reproach. In 2004, our
Board adopted a Directors’ Code of Conduct. Both our Business Conduct Guide and our Directors’ Code of Conduct are published on our
website at www.kodak.com/go/governance. We will post on this website any amendments to the Business Conduct Guide or Directors
Code of Conduct and any waivers of either code for directors or the Company’s CEO, CFO or Controller. Our directors annually certify in
writing that they understand and are in compliance with the Directors’ Code of Conduct.
BOARD INDEPENDENCE
For a number of years, a substantial majority of our Board has been comprised of independent directors. In February 2004, the Board
adopted Director Independence Standards to aid it in determining whether a director is independent. These Director Independence
Standards, which are in compliance with the director independence requirements of the NYSE’s corporate governance listing standards,
are attached as Exhibit I to this Proxy Statement.
The Board has determined that each of the following former and current directors 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, is independent within the meaning of the NYSE’s corporate governance
listing standards and the rules of the SEC: Richard S. Braddock, Martha Layne Collins, Timothy M. Donahue, Michael J. Hawley, William
H. Hernandez, Durk I. Jager, Douglas R. Lebda, Debra L. Lee, Delano E. Lewis, William G. Parrett, Hector de J. Ruiz, Dennis F. Strigl and
Laura D’Andrea Tyson. The remaining director, Antonio M. Perez, Chairman of the Board and CEO, is an employee of the Company and,
therefore, is not independent.
In the course of the Board’s determination regarding the independence of each non-employee director, it considered any transactions,
relationships and arrangements as required by the Company’s Independence Standards. In particular, with respect to the most recent
completed fiscal year, the Board considered:
• The annual amount of sales to the Company by the company where an immediate family member of Mr. Braddock is an executive
officer, and determined that the amount of sales did not exceed the greater of $1,000,000 or 2% of the consolidated gross revenues
of that company and, therefore, were immaterial.
• The annual amount of purchases from the Company by the company where Mr. Hernandez serves as an executive officer, and
determined that the amount of sales did not exceed the greater of $1,000,000 or 2% of the consolidated gross revenues of that
company and, therefore, were immaterial.
• The annual amount of sales to the Company by the company where Mr. Lebda is an executive officer, and determined that the
amount of sales did not exceed the greater of $1,000,000 or 2% of the consolidated gross revenues of that company and, therefore,
were immaterial.