Kodak 2008 Annual Report Download - page 147

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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 p[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.
Director Qualification Standards
When reviewing a potential candidate for the Board, the Governance Committee looks to whether the candidate possesses the necessary
qualifications to serve as a director. To assist it in these determinations, the Governance Committee has adopted “Director Qualification
Standards.” The Director Qualification Standards are attached as Exhibit ll to this Proxy Statement and can also be accessed at
www.kodak.com/go/governance. These standards specify the minimum qualifications that a nominee must possess in order to be
considered for election as a director. If a candidate possesses these minimum qualifications, the Governance Committee, in accordance
with the Director Selection Process described in the next section, will then consider the candidate’s qualifications in light of the needs of
the Board and the Company at that time, given the then-current mix of director attributes.
Director Selection Process
As provided in the Company’s Corporate Governance Guidelines, the Governance Committee seeks to create a diverse and inclusive
Board that, as a whole, is strong in both its knowledge and experience. When identifying, screening and recommending new candidates to
the Board for membership, the Governance Committee follows the procedures outlined in its “Director Selection Process.” The Director
Selection Process is attached as Exhibit lll to this Proxy Statement and can also be accessed at www.kodak.com/go/governance.The
Governance Committee generally uses the services of a third-party executive search firm when identifying and evaluating possible
nominees for director.
Board Goals
Our Board has a formal process for annually establishing and prioritizing its goals. The Board believes that adopting annual goals
enhances its ability to measure its performance and improves its focus on the Company’s long-term strategic issues. The Board’s goals
are aligned with the Company’s operational and strategic imperatives.