Kodak 2010 Annual Report Download - page 160

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The Audit Committee, with the approval of the Board and our shareholders, appointed PwC as the Company’s independent accountants in
2010. In addition, the Audit Committee approved the scope of non-audit services anticipated to be performed by PwC in 2011 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 IV.
William G. Parrett, Chair Dated: February 21, 2011
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 seven directors, each of whom meets the definition of independence set forth in the NYSE’s
corporate governance listing standards. During 2010, the Governance Committee met eight 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; oversee the Company’s
shareholder outreach program relating to matters of corporate governance and executive compensation; 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 of 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 II.
Governance Initiatives
Described below are certain of the significant governance actions that the Governance Committee took in 2010:
Director Search
The Governance Committee devoted significant time to considering candidates to serve as directors on the Board.
Based on the Governance Committee’s recommendations, the Board elected Ms. Kyle Legg on September 21, 2010 and appointed Ms.
Legg to the Governance and Executive Compensation Committees. The Governance Committee engaged an external executive search
firm to assist in its evaluation of Ms. Legg’s qualifications. In accordance with the Board’s Director Selection Process, the Governance
Committee oversaw the process of nominating and electing Ms. Legg to the Board.
Shareholder Outreach
Under the direction of the Governance Committee, the Company initiated in 2010 a process to seek regular feedback from institutional
shareholders and proxy advisory firms on a range of corporate governance and executive compensation topics. The Governance
Committee reviewed and assessed reports on these discussions on a regular basis.