Kodak 2007 Annual Report Download - page 141

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Corporate Responsibility and Governance Committee — 6 meetings in 2007
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 2007 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;
• Recommended to the Board a change to its mandatory retirement policy;
• Recommended to the Board the adoption of a policy for the majority voting of directors;
• Met with the Company’s Chief Diversity Officer 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;
• Reviewed, and recommended changes to, the Board’s Compensation Program;
• Reviewed the Company’s Health, Safety and Environment strategies and management system;
• Reviewed and approved the Company’s 2008 Charitable Contributions Budget;
• Monitored the Board’s progress against its action plan from its 2006 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 — 8 meetings in 2007
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 Section 16 Executive Officers; 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/governance.
In the past year, the Executive Compensation and Development Committee:
• Determined the compensation arrangements for the Chairman and CEO, Antonio M. Perez;
• Reviewed the executive compensation strategy, goals and principles;
• Reviewed the Company’s global benefits strategy and the associated liabilities and cost control initiatives for U.S. benefits;
• Completed an evaluation of the Executive Compensation and Development Committee’s own performance;
• Reviewed and approved the compensation recommendations for the Company’s other Section 16 Executive Officers;
• Reviewed Tally Sheets setting forth all components of the CEO’s and the Named Executive Officers’ compensation; and
• Granted and certified awards under the Company’s executive compensation plans.
The Executive Compensation and Development Committee is also referred to as the “Compensation Committee” in this Proxy Statement.