Kodak 2002 Annual Report Download - page 121

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Proxy Statement
116
Exhibit I — Audit Committee Charter
I. PURPOSE
The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with
respect to the Company’s:
1. quarterly and annual consolidated financial statements and financial information filed with the SEC,
2. system of internal controls,
3. financial accounting principles and policies,
4. internal and external audit processes, and
5. regulatory compliance programs.
II. COMPOSITION
The Audit Committee shall consist of at least three members of the Board who meet the requirements of independence under
the NYSE rules.
Prospective members shall be recommended by the Committee on Directors with input from the Chairman and CEO of the
Company and appointed by the Board. One member shall be designated by the Board as the Chairman of the Committee.
All members shall be financially literate or become so in a reasonable amount of time, as determined by the Board in its
business judgement.
At least one member of the Committee shall have accounting or related financial management expertise.
All members shall receive appropriate training and information necessary to fulfill the Committee’s responsibilities.
III. MEETINGS
The Audit Committee shall meet at least four times per year or more frequently as circumstances require. The Audit
Committee shall review its charter at least annually.
The Committee may have in attendance at meetings such members of management or others as it may deem necessary to
provide the information to carry out its duties.
IV. DUTIES AND RESPONSIBILITIES:
The Audit Committee shall have the following duties and responsibilities with respect to:
1. Independent Accountant
(a) Serve as the Board’s primary avenue of communication with the independent accountant.
(b) Make recommendations to the Board regarding the selection, evaluation, retention, or discharge of the
independent accountant.
(c) Ensure understanding by the independent accountant and management that the Board, as the shareholders’
representative, is the independent accountant’s client and therefore the independent accountant is ultimately
accountable to the Board and the Audit Committee.
(d) Provide the opportunity for the independent accountant to meet with the full Board as deemed necessary and
appropriate by the Committee.
(e) Confirm and assure the independence of the independent accountant by:
(i) accepting receipt of their annual submission of a formal written statement delineating all relationships
between the independent accountant and the Company,
(ii) monitoring fees paid to the independent accountant for consulting and other non-audit services, and
(iii) engaging in a dialogue with the independent accountant with regard to any disclosed relationships or services
that may impact the objectivity or independence of the independent accountant.
(f) Review the annual audit plan and the audit results report of the independent accountant.