Kodak 2005 Annual Report Download - page 209

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V. BOARD MEETINGS
Meeting Attendance Directors are expected to attend Board meetings, meetings of committees on which they serve and meetings of stockholders
absent exceptional cause. The Board has established a “Board of Directors Attendance Policy,” a copy of which is attached as Appendix E.
Agenda The Chairman of the Board will set the agenda for each meeting of the Board. Any director may suggest agenda items and may raise at
meetings other matters they consider worthy of discussion.
Board Materials Distributed in Advance Management will be responsible for assuring that, as a general rule, information and data that are
important to the Board’s understanding of the Company’s business and to all matters expected to be considered and acted upon by the Board be
distributed in writing to the Board suffi ciently in advance of each Board meeting and each action to be taken by written consent to provide the
directors a reasonable time to review and evaluate such information and data. Management will make every attempt to see that this material is as
concise as possible while still providing the desired information. In the event of a pressing need for the Board to meet on short notice or if such
materials would otherwise contain highly confi dential or sensitive information, it is recognized that written materials may not be available in advance.
To prepare for meetings, directors should review these materials in advance. Directors will preserve the confi dentiality of all materials given and
information provided to the Board.
Board Presentations As a general rule, presentations on specifi c subjects should be sent to the Board members in advance so that Board meeting
time may be conserved and discussion time focused on questions that the Board has about the material. On those occasions in which the subject
matter is too sensitive to distribute in written form, the presentation will be discussed at the meeting.
Strategic Planning The Board will review the Company’s long-term strategic plan during at least one Board meeting each year specifi cally devoted
to this purpose.
Executive Sessions The non-management directors will regularly meet in executive session, without management, at least four times per year in
connection with regularly scheduled Board meetings. The Presiding Director will preside at all of these executive sessions. If the Presiding Director is
not present, the independent directors will choose another independent director to preside at the executive session.
When all of the non-management directors are not independent, the independent directors of the Board will meet in executive session, without the
management directors and other members of management, at least one time per year in connection with a regularly scheduled Board meeting. The
Presiding Director will preside at this executive session. If the Presiding Director is not present, the independent directors will choose another
independent director to preside at the executive session.
VI. COMMITTEE MATTERS
Committees The Company has fi ve standing committees: Audit Committee, Corporate Responsibility and Governance Committee, Executive
Committee, Executive Compensation and Development Committee, and the Finance Committee. Each committee will have the duties and
responsibilities delegated to it in its charter and in the Company’s by-laws. The Board may form a new committee or disband an existing committee
depending on circumstances.
Independence of the Board Committees Each committee of the Board will be composed entirely of independent directors (with the exception of
the Executive Committee whose membership will include the Chairman of the Board).
Committee Agenda The Chair of each committee, in consultation with the appropriate members of the committee and management, will develop
the committee’s agenda for each meeting. Each committee will issue a schedule of agenda subjects to be discussed for the ensuing year at the
beginning of each year (to the degree these can be foreseen).
Assignment and Rotation of Committee Members The Corporate Responsibility and Governance Committee is responsible, after consultation
with the Chairman of the Board, for making recommendations to the Board with respect to the assignment of committee members and Chairs. After
reviewing the Corporate Responsibility and Governance Committee’s recommendations, the Board is responsible for appointing the committee Chairs
and members. Consideration will be given to rotating committee Chairs and members periodically at approximately three-year intervals, but the Board
does not believe that such a rotation should be mandated as a policy because there may be reasons at a given point in time to maintain an individual
director’s committee Chair or membership for a longer period.
Committee Reports At each Board meeting, the Chair of each committee, or his or her delegate, will report the matters considered and acted upon
by such committee at each meeting or by written consent since the preceding Board meeting, except to the extent covered in a written report to the
full Board.