Kodak 2009 Annual Report Download - page 184

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The Audit Committee appointed PwC as the Company’s independent accountants. In addition, the Audit Committee approved the scope of
non-audit services anticipated to be performed by PwC in 2010 and the estimated budget for those services. The Audit Committee has
adopted an Audit and Non-Audit Services Pre-Approval Policy, a copy of which is attached to this Proxy Statement as Exhibit VI.
William G. Parrett, Chair Dated: February 22, 2010
Richard S. Braddock
Debra L. Lee
Delano E. Lewis
Joel Seligman
Dennis F. Strigl
REPORT OF THE CORPORATE RESPONSIBILITY AND GOVERNANCE COMMITTEE
Introduction
The Company has long practiced and led in developing and implementing good corporate governance. The Governance Committee of the
Board is primarily responsible for overseeing the Company’s governance practices, with the intent of seeking to maintain “best practices” in
the area of corporate governance.
The Governance Committee continually considers ways to improve the Company’s corporate governance practices, by periodically
reviewing the Board’s governance policies and procedures to ensure that they are aligned with best practices and applicable statutory and
regulatory requirements. This report, an annual voluntary governance practice that the Governance Committee began in 2003, highlights
the Committee’s activities during the past year.
Governance Committee Composition
The Governance Committee is composed of six directors, each of whom meets the definition of independence set forth in the NYSE’s
corporate governance listing standards. During 2009, the Governance Committee met seven times and routinely reported its activities to
the full Board. The Governance Committee acts pursuant to a written charter which can be accessed electronically in the “Corporate
Governance” section at www.kodak.com/go/committees.
Governance Committee Responsibilities
The primary role of the Governance Committee is to: assess the independence of Board members; lead the annual evaluation of the Board
and its committees; identify, assess and nominate candidates for Board membership; oversee the Company’s activities in the areas of
environmental and social responsibility, charitable contributions, diversity and equal employment opportunity; and generally oversee the
Company’s corporate governance structure. The Governance Committee monitors emerging issues and practices in the area of corporate
governance and pursues those initiatives that it believes will enhance the Company’s governance practices and policies. In addition, the
Governance Committee is responsible for, among other things: 1) administering the Board’s Director Selection Process; 2) developing the
Board’s Director Qualification Standards; 3) implementing the Board’s director orientation and education programs; 4) overseeing and
reviewing the Company’s Corporate Governance Guidelines and Director Independence Standards; and 5) recommending to the Board
the compensation for directors. A complete description of the Governance Committee’s responsibilities can be found in its charter. A copy
of the Board’s Director Selection Process and Director Qualification Standards can be found in the “Corporate Governance” section of
www.kodak.com/go/directors. A copy of the Director Qualification Standards is also attached to this Proxy Statement as Exhibit IV.
Governance Initiatives
Described below are some of the significant governance actions that the Governance Committee took in 2009:
Director Search
The Governance Committee continued to spend a significant amount of its time considering candidates to serve as directors on the Board.
Based on the Governance Committee’s recommendation, Mr. Joel Seligman was elected to the Board on July 1, 2009. The Governance
Committee engaged an external executive search firm to identify candidates and evaluate qualified independent candidates who met the
Board’s target candidate profiles and its Director Qualification Standards. In accordance with the Board’s Director Selection Process, the
Committee oversaw the process of nominating and electing Mr. Seligman to the Board.
Also based on the Governance Committee’s recommendation, Mr. Herald Chen and Mr. Adam Clammer were elected to the Board on
September 25, 2009. Pursuant to a Note and Warrant Purchase Agreement with KKR Jet Stream (Cayman) Limited and Kohlberg Kravis
Roberts & Co. L.P. (KKR) entered on September 16, 2009, KKR was entitled to nominate two directors to the Board. KKR nominated
Mr. Chen and Mr. Clammer. The Governance Committee considered the nominations of Mr. Chen and Mr. Clammer in accordance with
the Board Director Selection Process and Director Qualification Standards and thereafter recommended their election to the Board.