Kodak 2008 Annual Report Download - page 148

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Under the process approved by the Board, each year the Governance Committee submits to the Board a proposed list of Board goals for
the following year. At its first meeting of the year, the Board finalizes its goals for the year based on the Governance Committee’s
recommendations. Once the goals are established by the Board, the Governance Committee is responsible for tracking the Board’s
performance against its goals and routinely reporting these results to the Board. Performance against the goals is assessed as part of the
Board’s annual evaluation process.
Strategic Role of Board
The Board plays a key role in developing, reviewing and overseeing the Company’s business strategy. Twice each year, the Board
devotes an extended meeting to an update from management regarding the strategic issues and opportunities facing the Company and its
businesses. In addition, the Board throughout the year reviews the Company’s strategic plan and receives briefings and reports on critical
aspects of its implementation. These include business unit performance reviews, product category reviews and presentations regarding
research and development initiatives and the Company’s intellectual property portfolio.
Majority Voting for Directors
In February 2009, the Board amended the Company’s By-laws, as a result of a recent change in New Jersey law, to provide for majority
voting in uncontested director elections. Previously, the Company had a policy providing for the election of directors by majority vote in
uncontested elections; the change in New Jersey law allowed the Company to implement majority voting of directors in uncontested
elections via a by-law amendment.
Along with the by-law amendment, the Board also amended the Company’s Majority Vote Policy to address the so-called “holdover” rule of
New Jersey law. Under this rule, a director who fails to receive the required votes for reelection remains in office until his or her resignation
or removal.
The amended Majority Vote Policy requires a director nominee, in connection with his or her nomination to the Board, to submit a
resignation letter in which the director nominee irrevocably elects to resign if he or she fails to receive the required majority vote in the next
election and the Board accepts the resignation. The policy requires the Board to nominate for election or reelection as director only those
candidates who agree to execute such a letter upon his or her nomination. A copy of the amended Majority Vote Policy can be found on
the Company’s corporate governance website at www.kodak.com/go/governance.
If a director nominee fails to receive a majority vote in an uncontested election, the amended Majority Vote Policy provides that the
Governance Committee will consider the resignation letter and recommend to the Board whether to accept it. The Governance Committee,
in making its recommendation to the Board, and the Board, in reaching its decision, may under the policy consider those factors it
considers relevant, including any stated reason why shareholders voted against the election of the director, the director’s qualifications, the
director’s past and expected future contributions to the Company, the overall composition of the Board and whether accepting the
resignation letter would cause the Company to fail to meet any applicable rule, such as the NYSE’s Listing Standards.
The policy provides that the Board will act on the Governance Committee’s recommendation and publicly disclose its decision whether to
accept the director’s letter of resignation within 90 days following the certification of the shareholder vote. If the letter of resignation is not
accepted by the Board within these 90 days, the resignation will not be effective until the next annual meeting.
All of the director nominees standing for election at the Annual Meeting have submitted the irrevocable letter of resignation as a condition
of being renominated to the Board as called for under the amended Majority Vote Policy.