Kodak 2009 Annual Report Download - page 162

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• The amount of the contributions from the Company to a charitable organization where Mr. Braddock and his spouse are
directors, and determined that the amount of contributions did not exceed the greater of $1 million or 2% of that organization’s
gross revenues, and therefore, was immaterial.
• The amount of contributions from the Company to a charitable organization where Ms. Lee is a director, and determined that the
amount of contributions did not exceed the greater of $1 million or 2% of that organization’s gross revenues, and therefore, was
immaterial.
• The amount of contributions from the Company to a charitable organization where Mr. Parrett served as a director, and
determined that the amount of contributions did not exceed the greater of $1 million or 2% of that organization’s gross revenues,
and therefore, was immaterial.
• The amount of charitable contributions from the Company to the charitable organizations where Mr. Seligman is a director, and
determined that the amount of contributions did not exceed the greater of $1 million or 2% of those organization’s gross
revenues, and therefore, was immaterial.
• The amount of charitable contributions from the Company to the charitable organization where Mr. Seligman’s spouse is a
director, and determined that the amount of contributions did not exceed the greater of $1 million or 2% of that organization’s
gross revenues, and therefore, was immaterial.
AUDIT COMMITTEE FINANCIAL QUALIFICATIONS AND MEMBERSHIPS
The Board has determined that all members of its Audit Committee (Richard S. Braddock, Debra L. Lee, Delano E. Lewis, William G.
Parrett, Joel Seligman and Dennis F. Strigl) are independent and are financially literate as required by the NYSE, and that Richard S.
Braddock and William G. Parrett possess the qualifications of an Audit Committee Financial Expert, as defined by SEC rules, and have
accounting or related financial management expertise, as required by the NYSE.
The Board determined that William G. Parrett’s simultaneous service on the audit committees of three other public companies will not
impair his ability to effectively serve on the Company’s Audit Committee.
REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS
In February 2007, our Board, based on the recommendation of the Corporate Responsibility and Governance Committee (the Governance
Committee), adopted written policies and procedures relating to approval or ratification of “interested transactions” with “related parties.”
Under these policies and procedures, which are posted on our website at www.kodak.com/go/directors, our Governance Committee is to
review the material facts of all interested transactions that require the Governance Committee’s approval. The Governance Committee will
approve or disapprove the interested transactions, subject to certain exceptions, by taking into account, among other factors it deems
appropriate, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third-party
under the same or similar circumstances and the extent of the related person’s interest in the transaction. No director may participate in
any discussion or approval of an interested transaction for which he or she is a related party. If an interested transaction will be ongoing,
the Governance Committee may establish guidelines for our management to follow in its ongoing dealings with the related party and then,
at least annually, must review and assess ongoing relationships with the related party.
Under the Board’s policies and procedures, an “interested transaction” is any transaction, arrangement or relationship, or series of similar
transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness), in which the aggregate amount
involved will or may be expected to exceed $100,000 in any calendar year, the Company is a participant and any related party has or will
have a direct or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A
“related party” is any person who is or was since the beginning of the last fiscal year for which we have filed a Form 10-K and proxy
statement, a Section 16 Executive Officer, director or nominee for election as a director (even if they presently do not serve in that role),
any greater than 5% beneficial owner of the Company’s common stock or any immediate family member of any of the foregoing.
Immediate family member includes a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law,
sons- and daughters-in-law, brothers- and sisters-in-law and anyone residing in such person’s home (other than a tenant or employee).
The Governance Committee has reviewed and pre-approved certain types of interested transactions described below. In addition, our
Board has delegated to the chair of the Governance Committee the authority to pre-approve or ratify (as applicable) any interested
transaction with a related party in which the aggregate amount involved is expected to be less than $500,000. Pre-approved interested
transactions include:
• Employment of Section 16 Executive Officers either if the related compensation is required to be reported in our proxy statement
or if the Section 16 Executive Officer is not an immediate family member of another Section 16 Executive Officer or a director of
our Company and the related compensation would be reported in our proxy statement if the Section 16 Executive Officer was a
“Named Executive Officer” and our Compensation Committee approved (or recommended that the Board approve) such
compensation.