Kodak 2010 Annual Report Download - page 150


24
considered for election as a director. If a candidate possesses these minimum qualifications, the Governance Committee, in accordance
with the Director Selection Process described in the next section, will then consider the candidate’s qualifications in light of the needs of
the Board and the Company at that time, given the then-current mix of director attributes.
Although the Governance Committee does not have a formal policy as to the consideration of diversity in the selection of candidates,
diversity is listed as a factor to be considered among all of the Director Qualification Standards.
Director Selection Process
As provided in the Company’s Corporate Governance Guidelines, the Governance Committee seeks to create a multi-disciplinary and
cohesive Board that, as a whole, is strong in both its knowledge and experience. When identifying, screening and recommending new
candidates to the Board for membership, the Governance Committee follows the procedures outlined in its “Director Selection Process.”
The Director Selection Process is attached as Exhibit III to this Proxy Statement and can also be accessed at
www.kodak.com/go/directors. The Governance Committee generally uses the services of a third-party executive search firm when
identifying and evaluating possible nominees for director. This firm assists in identifying candidates who meet skills and qualifications
specified by the Governance Committee.
Board Goals
Our Board has a formal process for annually establishing and prioritizing its goals. The Board believes that adopting annual goals
enhances its ability to measure its performance and ensures alignment with the Company’s operational and strategic imperatives.
Under the process approved by the Board, each year the Governance Committee submits to the Board a proposed list of Board goals for
the following year. At its first meeting of the year, the Board finalizes its goals for the year based on the Governance Committee’s
recommendations. Once the goals are established by the Board, the Governance Committee is responsible for tracking the Board’s
performance against its goals and routinely reporting these results to the Board. Performance against the goals is assessed as part of the
Board’s annual evaluation process.
Strategic Role of Board
The Board plays a key role in developing, reviewing and overseeing the execution of the Company’s business strategy. Each year, the
Board devotes an extended meeting to a review of the Company’s proposed strategic plans for each of its key businesses. In addition, the
Board receives progress reports from management throughout the year on the implementation of the strategic plan. These reports include
business segment performance and strategy reviews, product line reviews and presentations regarding research and development
initiatives and the Company’s intellectual property portfolio.
Succession Planning
The entire Board reviews the Company’s succession plans for its CEO and other key senior management positions and oversees the
Company’s activities in the areas of leadership and executive development. To assist the Board, management periodically reports to the
Board on succession planning to ensure that it is a continuous and ongoing effort.
Majority Voting for Directors
In February 2009, the Board amended the Company’s By-laws, as a result of a change in New Jersey law, providing for majority voting in
uncontested director elections. Previously, the Company had a policy providing for the election of directors by majority vote in uncontested
elections. The change in New Jersey law allowed the Company to implement majority voting of directors in uncontested elections via a by-
law amendment.
Along with the by-law amendment, the Board also amended the Company’s Majority Vote Policy to address the so-called “holdover” rule of
New Jersey law. Under this rule, a director who fails to receive the required votes for reelection remains in office until his or her resignation
or removal.
The amended Majority Vote Policy requires a director nominee, in connection with his or her nomination to the Board, to submit a
resignation letter in which the director nominee irrevocably elects to resign if he or she fails to receive the required majority vote in the next
election and the Board accepts the resignation. The policy requires the Board to nominate for election or reelection as a director only those
candidates who agree to execute such a letter upon his or her nomination. A copy of the amended Majority Vote Policy can be found on
the Company’s corporate governance website at www.kodak.com/go/directors.
If a director nominee fails to receive a majority vote in an uncontested election, the amended Majority Vote Policy provides that the
Governance Committee will consider the resignation letter and recommend to the Board whether to accept it. The Governance Committee,
in making its recommendation to the Board, and the Board, in reaching its decision, may under the policy consider relevant factors,
including any stated reason why shareholders voted against the election of the director, the director’s qualifications, the director’s past and
expected future contributions to the Company, the overall composition of the Board and whether accepting the resignation letter would
cause the Company to fail to comply with any applicable rule, such as the NYSE’s Listing Standards.
The policy provides that the Board will act on the Governance Committee’s recommendation and publicly disclose its decision whether to