|
BOARD COMMITTEES
The Board has the committees listed below. All committee members are non-employee, independent directors as defined by the New York Stock Exchange (NYSE) listing standards.
Audit Committee — 11 meetings in 2002
- discussed the independence of the independent accountants;
- discussed the quality of the accounting principles used to prepare the Company's financial statements;
- reviewed the Company's periodic financial statements;
- oversaw the Company's compliance with requirements of the Sarbanes-Oxley Act, SEC rules and draft New York Stock Exchange listing requirements;
- recommended the firm that Kodak should retain as independent accountants;
- reviewed the audit and non-audit activities of both the independent accountants and the internal audit staff of the Company;
- received and analyzed reports from the Company's independent accountants and internal audit staff;
- met separately and privately with the independent accountants and with the Company's Director, Corporate Auditing, to ensure that
- the scope of their activities has not been restricted and that adequate responses to their recommendations have been received; and
- revised the Committee's written charter.
Corporate Responsibility and Governance Committee — 3 meetings in 2002
- approved a charter that anticipates the requirements of the proposed new listing standards of the New York Stock Exchange regarding corporate governance policies and processes;
- reviewed and analyzed the Company's governance in light of the provisions of the Sarbanes-Oxley Act and the new listing standards of the New York Stock Exchange;
- discussed revisions to the Company's governance guidelines;
- approved the formation of a director education program;
- reviewed the Company's corporate responsibility principles;
- recommended the appointment of a presiding director;
- met with the Company's Diversity Advisory Panel to discuss its preliminary
findings; and
- made recommendations regarding Board candidates.
Executive Compensation and Development Committee — 8 meetings in 2002
- completed a study of the market competitiveness of the compensation paid to the Company's senior executive officers;
- revised the Committee's charter in anticipation of the adoption of the proposed new listing standards of the New York Stock Exchange regarding corporate governance policies and processes;
- reviewed the Company's executive compensation practices in light of the enactment of the Sarbanes-Oxley Act;
- reviewed and revised the Company's executive compensation strategy and principles;
- selected a peer group to assist in measuring the market competitiveness of the compensation paid to the Company's senior executive officers;
- reviewed the Company's executive development process;
- set the compensation for the CEO and reviewed the compensation recommendation for the Company's other executive officers;
- approved the Executive Incentive Program; and
- granted and certified awards under the Company's compensation plans.
Finance Committee — 4 meetings in 2002
- reviewed the Company's financing strategies including dividend declaration, capital expenditures, debt issuances and foreign exchange and commodity hedging;
- reviewed cash flow, balance sheet performance and credit ratings;
- reviewed significant acquisitions, divestitures, and joint ventures; and
- reviewed the investment performance and the administration of the Company's defined benefit pension plan.
|
