Kodak 2000 Annual Report Download - page 104

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32
REPORT OF THE AUDIT COMMITTEE
The Audit Committee (the Committee) is composed of independent directors and operates under a written
charter adopted by the Committee and the Board. A copy of the Committee’s charter is attached to this Proxy
Statement as Exhibit II. The members of the Committee are Paul E. Gray (Chairman), Martha Layne Collins
and Laura D’Andrea Tyson. Paul H. O’Neill, who was also a member of this Committee during 2000, resigned
from the Board effective December 31, 2000, in anticipation of his appointment as United States Secretary of
the Treasury.
Management has the primary responsibility for the Company’s financial statements and the reporting process,
including the system of internal controls. PricewaterhouseCoopers LLP, the independent accountants for the
Company, are responsible for performing an independent audit of the Company’s consolidated financial
statements in accordance with generally accepted auditing standards and to issue a report thereon. The
Committee’s responsibility is to monitor these processes.
In this context, the Committee has met and held discussions with management and the independent
accountants. Management represented to the Committee that the Company’s consolidated financial statements
were prepared in accordance with accounting principles generally accepted in the United States, and the
Committee has reviewed and discussed the consolidated financial statements with management and the
independent accountants. The Committee discussed with the independent accountants matters required to be
discussed by Statement on Auditing Standards No. 61 “Communication With Audit Committees”.
The independent accountants provided to the Committee the written disclosures required by the Independence
Standards Board Standard No.1 “Independence Discussion With Audit Committees”. The Committee
discussed with the accountants the accountants’ independence.
The Committee discussed with the Company’s internal auditors and independent accountants the plans for
their respective audits. The Committee met with the internal auditors and independent accountants, with and
without management present, and discussed the results of their examinations, their evaluations of the
Company’s internal controls, and the quality of the Company’s financial reporting.
In reliance on the reviews and discussions referred to above, the Committee recommended that the Board
approve the audited financial statements for inclusion in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2000, and the Board accepted the Committee’s recommendation.
The following fees were paid to PricewaterhouseCoopers LLP for services rendered in 2000:
Audit Fees: $3.8 million
All Other Fees: $10.8 million
There were no financial information systems design and implementation fees paid to PricewaterhouseCoopers
LLP for services during 2000.
The Committee has reviewed the above fees for non-audit services and believes such fees are compatible with
the independent accountants’ independence.
The Committee recommended to the Board, subject to shareholder ratification, the election of
PricewaterhouseCoopers LLP as the Company’s independent accountants.
Paul E. Gray, Chairman
Martha Layne Collins
Laura D’Andrea Tyson