Kodak 2005 Annual Report Download - page 212

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4) For purposes of these standards, an “immediate family member” includes a person’s spouse, parents, children, siblings, mothers and
fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such
person’s home; except that when applying the independence tests described above, the Company need not consider individuals who are no
longer immediate family members as a result of legal separation or divorce, or those who have died or have become incapacitated.
APPENDIX B: DIRECTOR SELECTION PROCESS
The entire Board of Directors is responsible for nominating members for election to the Board and for fi lling vacancies on the Board that may occur
between annual meetings of the shareholders. The Corporate Responsibility and Governance Committee is responsible for identifying, screening and
recommending candidates to the Board for Board membership. The Chair of the Corporate Responsibility and Governance Committee will oversee
this process.
The Corporate Responsibility and Governance Committee will generally use the following process when recruiting, evaluating and selecting director
candidates. The various steps outlined in the process may be performed simultaneously and in an order other than that presented below. Throughout
the process, the Committee will keep the full Board informed of its progress.
The Company is committed to maintaining its tradition of inclusion and diversity within the Board, and confi rms that its policy of non-discrimination
based on sex, race, religion or national origin applies in the selection of Directors.
1) The Committee will assess the Board’s current and projected strengths and needs by, among other things, reviewing the Board’s current profi le,
its Director Qualifi cation Standards and the Company’s current and future needs.
2) Using the results of this assessment, the Committee will prepare a target candidate profi le.
3) The Committee will develop an initial list of director candidates by retaining a search fi rm, utilizing the personal network of the Board and senior
management of the Company, and considering any nominees previously recommended.
4) The Committee will screen the resulting slate of director candidates to identify those individuals who best fi t the target candidate profi le and the
Board’s Director Qualifi cation Standards. From this review, the Committee will prepare a list of preferred candidates and present it to the full
Board and the CEO for input.
5) The Committee will determine if any director has a business or personal relationship with any of the preferred candidates that will enable the
director to initiate contact with the candidate to determine his or her interest in being considered for membership to the Board. If necessary, the
search fi rm will be used to initiate this contact.
6) Whenever possible, the Chair of the Committee, the Presiding Director, at least one other independent member of the Board and the CEO will
interview each interested preferred candidate.
7) Based on input received from the candidate interviews, the Committee will determine whether to extend an invitation to a candidate to join
the Board.
8) A reference check will be performed on the candidate.
9) Depending on the results of the reference check, the Committee will extend the candidate an invitation to join the Board, subject to election by
the Board.
10) The full Board will vote on whether to elect the candidate to the Board.
11) The Secretary of the Company will arrange for orientation sessions for newly elected directors, including briefi ngs by senior managers, to
familiarize new Directors with the Company’s overall business and operations, strategic plans and goals, fi nancial statements, and key policies
and practices, including corporate governance matters.
APPENDIX C: DIRECTOR QUALIFICATION STANDARDS
In addition to any other factors described in the Company’s Corporate Governance Guidelines, the Board should, at a minimum, consider the following
factors in the nomination or appointment of members of the Board:
Integrity Directors should have proven integrity and be of the highest ethical character and share the Company’s values.
Reputation Directors should have reputations, both personal and professional, consistent with the Company’s image and reputation.
Judgment Directors should have the ability to exercise sound business judgment on a broad range of issues.
Knowledge Directors should be fi nancially literate and have a sound understanding of business strategy, business environment, corporate
governance and board operations.