Kodak 2008 Annual Report Download - page 146

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The Company’s Chief Human Resources Officer and others directly involved with the Company’s executive compensation programs
routinely consult with and seek advice from the consultant regarding the design, competitiveness, operation and administration of our
executive compensation programs and practices that fall within the scope of the Compensation Committee charter. In 2008, neither the
Compensation Committee nor the Company engaged other consultants or advisors to advise in determining the amount or form of
executive compensation. The consultant does not provide any services other than executive compensation consulting to Kodak.
During 2008 the Committee discussed principles of engagement between management and the consultant and approved an Independent
Compensation Consultant Engagement Policy. This policy reinforces that the consultant reports directly to the Committee and provides
services only in the area of Executive Compensation. In addition, the policy defines work done directly for the Committee and a limited set
of work that is within the Committee’s responsibilities that management may engage the consultant without the Committee’s prior approval.
The policy specifies that work outside the defined scope must be pre-approved by the Committee chair. At the end of 2008, the consultant
provided to the Committee a written affirmation of its compliance with this policy.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following directors served on the Compensation Committee during 2008: Richard S. Braddock, Timothy M. Donahue, Michael J.
Hawley, Douglas R. Lebda, Delano E. Lewis, William G. Parrett, Hector de J. Ruiz and Laura D’Andrea Tyson. There were no
Compensation Committee interlocks between the Company and other entities involving the Company’s executive officers and directors.
GOVERNANCE PRACTICES
Described below are some of the significant governance practices that have been adopted by our Board.
Presiding Director
Our Board created the position of Presiding Director in February 2003. The Board has designated Richard S. Braddock its Presiding
Director. The primary functions of the Presiding Director are to: 1) see that our Board operates independently of our management; 2) chair
the meetings of the independent directors; 3) act as the principal liaison between the independent directors and the CEO; and 4) assist the
Board in its understanding of the boundaries between Board and management responsibilities. A more detailed description of the Presiding
Director’s duties can be found at www.kodak.com/go/governance.
Meeting Attendance
Our Board has a Director Attendance Policy. A copy of this policy is attached as an appendix to our Corporate Governance Guidelines,
which can be accessed at www.kodak.com/go/governance. Under this policy, all of our directors are strongly encouraged to attend our
annual meeting of shareholders.
In 2008, the Board held a total of eight meetings. Each incumbent director attended at least 75% of the meetings of the Board and
committees of the Board on which the director served. Eleven out of our twelve directors attended our 2008 annual meeting; ten attended
in person, one attended via phone.
Executive Sessions
Executive sessions of our non-management directors are chaired by our Presiding Director.
The Board’s Corporate Governance Guidelines provide that the non-management directors will regularly meet in executive session,
without management, at least four times per year. If all of our non-management directors are not independent, the independent directors
will meet in executive session at least once a year. Our Presiding Director will chair these meetings.
In 2008, all of our non-management directors were independent. They met in executive session four times.
Policy on Recoupment of Executive Bonuses in the Event of Certain Restatements
The Board has 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.