Kodak 2008 Annual Report Download - page 143

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In the past year, the Corporate Responsibility and Governance Committee:
• Recommended to the Board 2008 Board goals and monitored the Board’s performance against these goals;
• Recommended to the Board that the Company’s By-laws be amended to provide for the majority voting of directors in
uncontested elections;
• Discussed best practices and evolving developments in the area of corporate governance;
• Reviewed and approved several amendments to the Committee’s charter;
• Reviewed the Company’s Corporate Responsibility Principles;
• Reviewed and approved changes to the Directors’ Deferred Compensation Plan to comply with Section 409A of the Internal
Revenue Code;
• 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 Committee’s
performance;
• Reviewed the Company’s Health, Safety and Environment strategies;
• Reviewed and approved the Company’s 2009 Charitable Contributions Budget;
• Monitored the Board’s progress against its action plan from its 2007 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 — 10 meetings in 2008
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 our Chairman and CEO, Antonio M. Perez;
• Reviewed the executive compensation strategy, goals and principles;
• Reviewed the Company’s liabilities and cost control initiatives for U.S. benefits;
• Completed an evaluation of the Committee’s own performance;
• Reviewed and approved the compensation recommendations for the Company’s Section 16 Executive Officers;
• Reviewed Tally Sheets for the 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.
Finance Committee — 6 meetings in 2008
The Finance Committee assists the Board in overseeing the Company’s: balance sheet and cash flow performance; financing plans;
capital expenditures; acquisitions, joint ventures and divestitures; risk management programs; performance of sponsored pension plans;
and tax policy. A detailed list of the Finance Committee’s functions is included in its charter, which can be accessed at
www.kodak.com/go/governance.
In the past year, the Finance Committee:
• Reviewed the Company’s capital structure and financing strategies, including dividend declaration, capital expenditures, debt
repayment plan, share repurchase and hedging of foreign exchange and commodity price risks;
• Reviewed cash flow and balance sheet performance;
• Reviewed credit ratings and key financial ratios;
• Reviewed significant acquisitions and divestitures, including real estate sales and joint ventures;