Kodak 2007 Annual Report Download - page 145

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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 was done in stages. Beginning this year for the first time, all Board members will be
elected to one-year terms. The Board believes a declassified board better ensures that the Company’s corporate governance policies
maximize accountability to you.
Policy on Recoupment of Executive Bonuses in the Event of Certain Restatements
In 2006, the Board, based on the Governance Committee’s recommendation, adopted a policy requiring the recoupment of bonuses paid
to Named Executive Officers upon certain financial restatements. Under the policy, which is posted on our website at
www.kodak.com/go/governance, the Company will require reimbursement of a certain portion of any bonus paid to a Named Executive
Officer when:
• The payment was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement;
• In the Board’s view, the officer engaged in fraud or misconduct that caused the need for the restatement; and
• A lower payment would have been made to the officer based upon the restated financial results.
In each such instance, the Company will, to the extent practicable, seek to recover the amount by which the individual officer’s annual
bonus for the relevant period exceeded the lower payment that would have been made based on the restated financial results, plus a
reasonable rate of interest.
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 [email protected] 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 Presiding 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 communication 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.
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 shareholder 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, experience 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 interest 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. The Governance
Committee will consider candidates recommended by shareholders on the same basis as candidates identified through other means.