Kodak 2009 Annual Report Download - page 161

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BOARD STRUCTURE AND CORPORATE GOVERNANCE
INTRODUCTION
Ethical business conduct and good corporate governance are well established practices at Kodak. The reputation of our Company and our
brand has been built by more than a century of ethical business conduct. The Company and the Board have long practiced good corporate
governance and believe it to be a prerequisite to providing sustained, long-term value to our shareholders. We continually monitor
developments in the area of corporate governance and lead in developing and implementing best practices. This is a fundamental goal of
our Board.
CORPORATE GOVERNANCE GUIDELINES
Our Corporate Governance Guidelines reflect the principles by which the Company operates. From time to time, the Board reviews and
revises our Corporate Governance Guidelines in response to regulatory requirements and evolving best practices. A copy of the Corporate
Governance Guidelines is published on our website at www.kodak.com/go/directors.
BUSINESS CONDUCT GUIDE AND DIRECTORS’ CODE OF CONDUCT
All of our employees, including the Chief Executive Officer (CEO), the Chief Financial Officer (CFO), the Controller, all other senior
financial officers and all other Section 16 Executive Officers, as defined under Section 16 of the Securities Exchange Act of 1934 (a
Section 16 Executive Officer) are required to comply with our long-standing code of conduct, the “Business Conduct Guide.” The Business
Conduct Guide requires our employees to maintain the highest ethical standards in the conduct of Company business so that they and the
Company are always above reproach. The Company also has a code of conduct for its directors, known as the Directors’ Code of Conduct.
Our Business Conduct Guide is published on our website at www.kodak.com/go/governance and our Directors’ Code of Conduct is
published on our website at www.kodak.com/go/directors. We will post on this website any amendments to the Business Conduct Guide
or Directors’ Code of Conduct and any waivers of either code for directors or the Company’s CEO, CFO or Controller. Our directors
annually certify in writing that they understand and are in compliance with the Directors’ Code of Conduct.
BOARD INDEPENDENCE
For a number of years, a substantial majority of our Board has been comprised of independent directors. In February 2004, the Board
adopted Director Independence Standards to aid it in determining whether a director is independent. The Director Independence
Standards, which were amended by the Board in February 2009 to comply with recent changes to the director independence requirements
of the New York Stock Exchange’s (NYSE) Corporate Governance Listing Standards (Listing Standards), are attached as Exhibit III to this
Proxy Statement.
The Board has determined that each of the following directors has no material relationship with the Company (either directly or as a
partner, shareholder or officer of an organization that has a relationship with the Company) and is independent under the Company’s
Director Independence Standards and, therefore, is independent within the meaning of the NYSE’s Listing Standards and the rules of the
SEC: Richard S. Braddock, Herald Y. Chen, Adam H. Clammer, Timothy M. Donahue, Michael J. Hawley, William H. Hernandez, Douglas
R. Lebda, Debra L. Lee, Delano E. Lewis, William G. Parrett, Joel Seligman, Dennis F. Strigl and Laura D’Andrea Tyson. The remaining
director, Antonio M. Perez, Chairman of the Board and CEO, is an employee of the Company and, therefore, is not independent.
In the course of the Board’s determination regarding the independence of each non-employee director, it considered any transactions,
relationships and arrangements as required by the Company’s Independence Standards. In particular, with respect to the most recent
completed fiscal year, the Board considered:
• The annual amount of sales to the Company by the company where Mr. Hernandez was an executive officer, and determined
that the amount of sales did not exceed the greater of $1 million or 2% of the consolidated gross revenues of the company and,
therefore, was immaterial.
• The annual amount of sales to the Company by the company where Mr. Strigl was an executive officer, and determined that the
amount of sales did not exceed the greater of $1 million or 2% of the consolidated gross revenues of the company and,
therefore, was immaterial.
• The annual amount of sales to the Company by the company where Dr. Tyson is employed, and determined that the amount of
sales did not exceed the greater of $1 million or 2% of the consolidated gross revenues of the company and, therefore, was
immaterial.
• The amount of indebtedness by the Company to the company where Mr. Clammer is employed, and determined that the amount
of indebtedness did not exceed 2% of the company’s consolidated assets, and therefore, was immaterial.
• The amount of indebtedness by the Company to the company where Mr. Chen is employed, and determined that the amount of
indebtedness did not exceed 2% of the company’s consolidated assets, and therefore, was immaterial.