Kodak 2009 Annual Report Download - page 259

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EXHIBIT V — DIRECTOR SELECTION PROCESS
The entire Board of Directors is responsible for nominating members for election to the Board and for filling vacancies on the Board that
may occur between annual meetings of the shareholders. The Corporate Responsibility and Governance Committee is responsible for
identifying, screening and recommending candidates to the Board for Board membership. The Chair of the Corporate Responsibility and
Governance Committee will oversee this process.
The Corporate Responsibility and Governance Committee will generally use the following process when recruiting, evaluating and
selecting director candidates. The various steps outlined in the process may be performed simultaneously and in an order other than that
presented below. Throughout the process, the Committee will keep the full Board informed of its progress.
The Company is committed to maintaining its tradition of inclusion and diversity within the Board, and confirms that its policy of non-
discrimination based on sex, race, religion or national origin applies in the selection of Directors.
1) The Committee will assess the Board’s current and projected strengths and needs by, among other things, reviewing the
Board’s current profile, its Director Qualification Standards and the Company’s current and future needs.
2) Using the results of this assessment, the Committee will prepare a target candidate profile.
3) The Committee will develop an initial list of director candidates by retaining a search firm, utilizing the personal network of the
Board and senior management of the Company, and considering any nominees previously recommended.
4) The Committee will screen the resulting slate of director candidates to identify those individuals who best fit the target candidate
profile and the Board’s Director Qualification Standards. From this review, the Committee will prepare a list of preferred
candidates and present it to the full Board and the CEO for input.
5) The Committee will determine if any director has a business or personal relationship with any of the preferred candidates that
will enable the director to initiate contact with the candidate to determine his or her interest in being considered for membership
to the Board. If necessary, the search firm will be used to initiate this contact.
6) Whenever possible, the Chair of the Committee, the Presiding Director, at least one other independent member of the Board
and the CEO will interview each interested preferred candidate.
7) Based on input received from the candidate interviews, the Committee will determine whether to extend an invitation to a
candidate to join the Board.
8) A reference check will be performed on the candidate.
9) Depending on the results of the reference check, the Committee will extend the candidate an invitation to join the Board, subject
to election by the Board.
10) The full Board will vote on whether to elect the candidate to the Board.
11) The Secretary of the Company will arrange for orientation sessions for newly elected directors, including briefings by senior
managers, to familiarize new Directors with the Company’s overall business and operations, strategic plans and goals, financial
statements and key policies and practices, including corporate governance matters.