Kodak 2010 Annual Report Download - page 148

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• 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
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’s charter can be accessed at www.kodak.com/go/committees.
2010 COMMITTEE MEMBERSHIP
Director Name
Audit Committee
Corporate Responsibility
and Governance Committee
Executive Compensation
and Development Committee
Finance
Committee
Richard S. Braddock
Member
Chair
Herald Y. Chen
Member
Member
Adam H. Clammer
Member
Timothy M. Donahue
Member
Chair
Michael J. Hawley
Member
Member
William H. Hernandez
Member
Member
Douglas R. Lebda
Member
Member
Debra L. Lee
Member
Member
Kyle P. Legg
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
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following directors served on the Compensation Committee during 2010: Richard S. Braddock, Herald Y. Chen, Michael J. Hawley,
Douglas R. Lebda, Kyle P. Legg, 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 include at least one member who leads
the development of the Company’s strategies and ensures alignment with management on the execution of those strategies. This level of
interaction between the Board and Mr. Perez is particularly important as the Company seeks to complete its transformation and expand its
four digital growth 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