Kodak 2005 Annual Report Download - page 174

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Executive Sessions
Executive sessions of our non-management directors are held at least four times a year. These sessions are chaired by our Presiding Director.
If all of our non-management directors are not independent, the independent members of our Board will meet in executive session at least once a year.
Our Presiding Director will chair these meetings.
In 2005, all of our non-management directors were independent. They met in executive session four times.
Board Declassifi cation
Last year, the Board submitted for your approval a management proposal that all Board members be elected annually. You approved this proposal by
a substantial majority and, as a result, the Company amended its Restated Certifi cate of Incorporation to eliminate the classifi ed system. As required
by the proposal, this is being done in stages starting this year, so that all board members will be elected to one-year terms beginning in 2008. On
balance, the Board believes a declassifi ed board better ensures that the Company’s corporate governance policies maximize accountability to you.
Communications with Our Board
The Board maintains a process for our shareholders and other interested parties to communicate with the Board of Directors. Shareholders and
interested parties who wish to communicate with the Board or the independent directors as a group may send an email to our Presiding Director
at [e-mail] or may send a letter to our Presiding Director at P.O. Box 92818, Rochester, NY 14650. Communications sent
by email will go simultaneously to Kodak’s Presiding Director and Secretary. Our Secretary will review communications sent by mail and if they are
relevant to, and consistent with, Kodak’s operations, policies and philosophies, they will be forwarded to the Presiding Director. By way of example,
communications that are unduly hostile, threatening, illegal or similarly inappropriate will not be forwarded to the Presiding Director. Our Secretary
will periodically provide the Board with a summary of all communications received that were not forwarded to the Presiding Director and will make
those communications available to any director upon request. The Presiding Director will determine whether any communication sent to the full Board
should be properly addressed by the entire Board or a committee thereof and whether a response to the communication is warranted. If a response is
warranted, the Presiding Director may choose to coordinate the content and method of the response with our Secretary.
Consideration of Director Nominees
The Governance Committee will consider for nomination as director of the Company candidates recommended by its members, other Board members,
management, shareholders and the search fi rms it retains.
Shareholders wishing to recommend candidates for consideration by the Governance Committee may do so by providing the following information, in
writing, to the Governance Committee, c/o Secretary, Eastman Kodak Company, 343 State Street, Rochester, NY 14650-0218: 1) the name, address
and telephone number of the shareholder making the request; 2) the number of shares of the Company owned, and if such person is not a shareholder
of record or if such shares are held by an entity, reasonable evidence of such person’s ownership of such shares or such person’s authority to act
on behalf of such entity; 3) the full name, address and telephone number of the individual being recommended, together with a reasonably detailed
description of the background, experience and qualifi cations of that individual; 4) a signed acknowledgement by the individual being recommended
that he or she has consented to: a) serve as director if elected and b) the Company undertaking an inquiry into that individual’s background,
experience and qualifi cations; 5) the disclosure of any relationship of the individual being recommended with the Company or any subsidiaries or
affi liates, whether direct or indirect; and 6) if known to the shareholder, any material interest of such shareholder or individual being recommended
in any proposals or other business to be presented at the Company’s next annual meeting of shareholders (or a statement to the effect that no
material interest is known to such shareholder). Our Board may change the process by which shareholders may recommend director candidates to the
Governance Committee. Please refer to the Company’s website at www.kodak.com/go/governance for any changes to this process.
With regard to the election of directors covered by this Proxy Statement, the Company received recommendations of a director candidate from two
individuals, each of whom nominated himself. In both cases, the candidate failed to supply the information required under the process described above
at the time of his nomination. As a result, our Secretary wrote to both individuals requesting that they supply the necessary information. As of the date
of the preparation of this Proxy Statement, neither candidate had replied to our Secretary.
Director Qualifi cation Standards
When reviewing a potential candidate for the Board, the Governance Committee looks to whether the candidate possesses the necessary
qualifi cations to serve as a director. To assist it in these determinations, the Governance Committee has adopted “Director Qualifi cation Standards.”
The Director Qualifi cation Standards are attached as an appendix to the Company’s Corporate Governance Guidelines, which are attached as Exhibit I.
These standards specify the minimum qualifi cations that a nominee must possess in order to be considered for election as a director. If a candidate
possesses these minimum qualifi cations, the Committee, in accordance with the Director Selection Process described in the next section, will
then consider the candidate’s qualifi cations in light of the needs of the Board and the Company at that time, given the then current mix of
director attributes.