Kodak 2007 Annual Report Download - page 204

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4) For purposes of these standards, an “immediate family member” includes a person’s spouse, parents, children, siblings, mothers- and
fathers-in-law, sons- and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such
person’s home; except that, when applying the independence tests described above, the Company need not consider individuals who
are no longer immediate family members as a result of legal separation or divorce, or those who have died or have become
incapacitated.
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 financially literate and have a sound understanding of business strategy, business environment,
corporate governance 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 scientific,
accounting, government, educational and other non-profit 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 attending 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 finance,
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 field.
Diversity. Directors should be selected so that the Board of Directors is a diverse body, with diversity reflecting gender, ethnic
background, country of citizenship and professional experience.
Age. Given the Board’s mandatory retirement age of 72, 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 filling 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 confirms 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 profile, its Director Qualification Standards and the Company’s current and future needs.
2) Using the results of this assessment, the Committee will prepare a target candidate profile.