Kodak 2009 Annual Report Download - page 172

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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 2009, the consultant
provided to the Committee a written affirmation of its compliance with this policy.
Finance Committee — 5 meetings in 2009
The Finance Committee assists the Board in overseeing the Company’s: balance sheet and cash flow performance; financing plans and
transactions; 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/committees.
In the past year, the Finance Committee:
• Reviewed the Company’s capital structure and financing strategies, including its dividend policy, 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;
• Reviewed pension plan investment performance;
• Reviewed the funding status and performance of the Company’s defined benefit pension plans;
• Reviewed the Company’s insurance risk management, crisis management and asset protection programs;
• Reviewed the Company’s tax policy and strategies; and
• Conducted and reviewed the results of the Committee self-evaluation.
Executive Committee — 7 meetings in 2009
The Executive Committee is composed of the following directors: the Chairman of the Board, the Presiding Director and the Chairs of the
other four committees. The Executive Committee is generally authorized to exercise all of the powers of the Board in the intervals between
meetings of the Board. The Executive Committee held seven meetings in 2009 all relating to the review and evaluation of potential options for
re-capitalizing the Company. The Executive Committee reviews culminated in the Board’s approval of a series of financing transactions
announced by the Company in September 2009. The Executive Committee’s charter can be accessed at www.kodak.com/go/committees.
2009 COMMITTEE MEMBERSHIP
Director Name
Audit Committee
Corporate Responsibility
and Governance Committee
Executive Compensation
and Development Committee
Finance
Committee
Richard S. Braddock
Member
Chair
Timothy M. Donahue
Member
Chair
Herald Y. Chen
Member
Member
Adam H. Clammer
Member
Michael J. Hawley
Member
Member
William H. Hernandez
Member
Member
Douglas R. Lebda
Member
Member
Debra L. Lee
Member
Member
Delano E. Lewis
Member
Member
William G. Parrett
Chair
Member
Joel Seligman
Member
Member
Dennis F. Strigl
Member
Member
Laura D’Andrea Tyson
Chair
Member