Kodak 2005 Annual Report Download - page 214

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Competition and Fair Dealing
Directors shall endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees and shall oversee fair business dealing
by the Company’s offi cers and employees. No director should take unfair business advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other intentional unfair dealing.
The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair
advantage with customers. Directors and members of their immediate families may not accept gifts from outside persons or entities when the gifts
are made in order to infl uence the director’s action as a member of the Board, or where acceptance of the gifts could create the appearance of
impropriety.
Confi dentiality
Directors must maintain the confi dentiality of information entrusted to them by the Company or its customers, and any other information which comes
to them about the Company, except when disclosure is authorized or legally required. Confi dential information includes all non-public information that
might be of use to competitors, or harmful to the Company if disclosed.
Protection and Proper Use of Company Assets
Directors must protect the Company’s assets and ensure their effi cient use. Directors must not use Company time, employees, supplies, equipment,
buildings or other assets for personal benefi t, unless the use is approved in advance by the Chair of the Audit Committee or is part of a compensation
or expense reimbursement program available to all directors.
Encouraging the Reporting of Any Illegal or Unethical Behavior
Directors should promote ethical behavior and take steps to ensure that the Company: a) encourages employees to talk to supervisors, managers and
other appropriate personnel when in doubt about the best course of action in a particular situation; b) encourages employees to report violations of
laws, rules, regulations or the Company’s Business Conduct Guide; and c) informs employees that the Company will not permit retaliation for reports
made in good faith.
Enforcement
The Board shall determine appropriate actions to be taken in the event of violations of this Code. Directors should communicate any suspected
violations of this Code promptly to the Chair of the Audit Committee. The Audit Committee or the Board, or their designee, will investigate violations,
and will ensure that appropriate remedial action is taken.
Waivers of the Code of Business Conduct and Ethics
Only the Board or the Audit Committee may waive a Company business conduct or ethics policy for a Kodak director, and the waiver must be promptly
disclosed to shareholders.
Annual Review
The Board shall review and reassess the adequacy of this Code annually, and make any amendments that it deems appropriate.
APPENDIX E: DIRECTORS ATTENDANCE POLICY
Regular Meetings
Meeting dates for regular Board and Committee meetings will be set far enough in advance to avoid confl icts with existing commitments of individual
Board members that would prevent them from attending the meeting.
Thus, it is expected that each Board member will attend each regularly scheduled Board and Committee meeting, unless:
1) The director indicated at the time the Board agreed to the schedule that he or she had a previous commitment that precluded his or her attending
a specifi ed meeting.
2) An unexpected event outside the control of the director prevents the director from attending.
All regularly scheduled meetings should, in most circumstances, be attended in person.
Special Meetings
Each director will make a best effort to attend all special Board and Committee meetings. If a director cannot attend a special meeting in person, then
he or she may attend by telephone.
Annual Meeting of Shareholders
All Board members are strongly encouraged to attend the annual meeting of the Company’s shareholders.