Kodak 2010 Annual Report Download - page 137

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11
BOARD STRUCTURE AND CORPORATE GOVERNANCE
INTRODUCTION
Ethical business conduct and good corporate governance are well established practices at Kodak. The Company and the Board have long
practiced good corporate governance and believe it to be a prerequisite to delivering sustained, long-term value to our shareholders. We
continually monitor developments in the area of corporate governance and lead in developing and implementing best practices. Strong
corporate governance is a fundamental goal of our Board.
CORPORATE GOVERNANCE GUIDELINES
Our Corporate Governance Guidelines reflect the principles by which our Board operates. From time to time, the Board reviews and
revises our Corporate Governance Guidelines in response to regulatory requirements and evolving best practices. A copy of the Corporate
Governance Guidelines is published on our website at www.kodak.com/go/directors.
BUSINESS CONDUCT GUIDE AND DIRECTORS’ CODE OF CONDUCT
The reputation of our Company and our brand has been built by more than a century of ethical business conduct. All of our employees,
including the Chief Executive Officer (CEO), the Chief Financial Officer (CFO), the Controller, all other senior financial officers and all other
Section 16 Executive Officers, as defined under Section 16 of the Securities Exchange Act of 1934 (a Section 16 Executive Officer) are
required to comply with our code of conduct, the “Business Conduct Guide.” The Business Conduct Guide requires our employees to
maintain the highest ethical standards in the conduct of Company business so that they and the Company are always above reproach. We
also have a code of conduct for our Directors, known as the Directors’ Code of Conduct. Our Business Conduct Guide is published on our
website at www.kodak.com/go/governance and our Directors’ Code of Conduct is published on our website at
www.kodak.com/go/directors. We will post on this website any amendments to the Business Conduct Guide or Directors’ Code of
Conduct and any waivers of either code for Directors or the Company’s CEO, CFO or Controller. Our Directors certify in writing that they
understand and are in compliance with the Directors’ Code of Conduct.
BOARD INDEPENDENCE
For a number of years, a substantial majority of our Board has been comprised of independent directors. In February 2004, the Board
adopted Director Independence Standards to aid it in determining whether a director is independent. The Director Independence
Standards are attached as Exhibit I to this Proxy Statement.
The Board has determined that each of the following directors has no material relationship with the Company (either directly or as a
partner, shareholder or officer of an organization that has a relationship with the Company) and is independent under the Company’s
Director Independence Standards and, therefore, is independent within the meaning of the NYSE’s Listing Standards and the rules of the
SEC: Richard S. Braddock, Herald Y. Chen, Adam H. Clammer, Timothy M. Donahue, Michael J. Hawley, William H. Hernandez, Douglas
R. Lebda, Debra L. Lee, Kyle P. Legg, Delano E. Lewis, William G. Parrett, Joel Seligman, Dennis F. Strigl and Laura D’Andrea Tyson.
The remaining director, Antonio M. Perez, Chairman of the Board and CEO, is an employee of the Company and, therefore, is not
independent.
In the course of the Board’s determination regarding the independence of each non-employee director, it considered any transactions,
relationships and arrangements as required by the Company’s Independence Standards. With respect to the most recent completed fiscal
year, the Board, through the Corporate Responsibility and Governance Committee, considered the Company’s repurchase of the Senior
Secured Notes, in the principal amount of $300 million, from affiliates of Kohlberg Kravis Roberts & Co. L.P. The Board determined that
neither Mr. Chen nor Mr. Clammer had a material interest in this transaction that would affect their independence.
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
Our Board has 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 Corporate Responsibility