Kodak 2008 Annual Report Download - page 158

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The Audit Committee appointed PwC as the Company’s independent accountants. In addition, the Audit Committee approved the scope of
non-audit services anticipated to be performed by PwC in 2009 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 H. Hernandez, Chair Dated: February 24, 2009
Richard S. Braddock
Debra L. Lee
Delano E. Lewis
William G. Parrett
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 Corporate Responsibility and
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. In this regard, the
Governance Committee periodically reviews the Board’s governance policies and procedures to ensure that they are aligned with best
practices, the Board’s corporate governance documents and applicable statutory and regulatory requirements.
This report, an annual voluntary governance practice that the Governance Committee began in 2003, highlights the Governance
Committee’s corporate governance activities during the past year.
Governance Committee Composition
The Governance Committee is composed of five directors, each of whom meets the definition of independence set forth in the NYSE’s
corporate governance listing standards. During 2008, the Governance Committee met six 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/governance.
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 and assess candidates for Board membership; oversee the Company’s activities in the areas of environmental
and social responsibility, charitable contributions, diversity and equal employment opportunity; 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 for directors. A complete description of the Governance Committee’s responsibilities can be found in its charter.
Governance Initiatives
Described below are some of the significant governance actions that the Governance Committee has taken since its report in last year’s
proxy statement.
Director Search
The Governance Committee continued to spend a significant amount of its time considering and recruiting candidates to fill the Board’s
vacancies. To assist in this process, the Governance Committee engaged an external executive search firm who helped in identifying and
evaluating qualified independent candidates who met the Board’s target candidate profiles and fit the Board’s Director Qualification
Standards.
Based on the Governance Committee’s recommendation, Dennis F. Strigl was elected to the Board in February 2008. Mr. Strigl was
reelected to the Board by you at the 2008 annual meeting. The Governance Committee’s external executive search first suggested that it
consider Mr. Strigl as a candidate for the Board. In accordance with the Board’s Director Selection Process, the Committee oversaw the
process of electing Mr. Strigl to the Board. 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/governance.