Kodak 2009 Annual Report Download - page 173

29
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following directors served on the Compensation Committee during 2009: Richard S. Braddock, Herald Y. Chen, Michael J. Hawley,
Douglas R. Lebda, Delano E. Lewis, William G. Parrett and Joel Seligman. 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.
Leadership Structure; Presiding Director
The Board recognizes that one of its key responsibilities is to determine the most appropriate leadership structure for the Company and to
ensure independent oversight of management. Antonio M. Perez has served as CEO and Chairman of the Board since 2005. The Board
continuously evaluates whether this is the optimal leadership structure for the Company. The Board believes that Mr. Perez should
continue to serve as Chairman in addition to his role as CEO because it is essential that the Board understand the Company’s strategies
and ensure alignment with management on the execution of those strategies through consistent, direct interaction with our CEO. This level
of interaction between the Board and Mr. Perez is particularly important as the Company seeks to grow its digital businesses.
In considering its leadership structure, the Board has taken a number of factors into account. First, the Board consists of a substantial
majority of independent directors who are highly qualified and experienced and exercise a strong, independent oversight of management.
Further, all of the Board's committees, with the exception of the Executive Committee, are comprised entirely of independent directors.
Most significantly, independent from the Chairman, 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/directors.
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 chairs these meetings.
In 2009, all of our non-management directors were independent. They met in executive session four times.
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/directors. Under this policy, all of our directors are strongly encouraged to attend all
Board meetings and our annual meeting of shareholders.
In 2009, the Board held a total of 16 meetings. Each incumbent director attended at least 85% of the meetings of the Board and
Committees of the Board on which the director served, with the exception of one director who was elected in September of 2009 and
attended 67% of the meetings on a full-year basis. With respect to the twelve directors who served as of the date of the 2009 annual
meeting, ten directors attended the annual meeting. (One director was absent and one director did not seek re-election.)
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.