Kodak 2003 Annual Report Download - page 123

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Proxy Statement
123
Exhibit I—Audit Committee Charter
I. PURPOSE
The primary purpose of the Committee is to assist the Board of Directors in overseeing:
1. The integrity of Kodak’s quarterly and annual consolidated financial statements and the financial and business information provided
to the SEC, the NYSE and investors;
2. Kodak’s systems of disclosure controls and procedures and internal controls over financial reporting, including anti-fraud controls;
3. Kodak’s financial accounting principles and policies;
4. The performance of Kodak’s internal audit function;
5. The independent accountant’s selection, compensation, retention, performance and evaluation, including the assessment of the
independent accountant’s qualifications and independence;
6. Legal and regulatory compliance and compliance programs;
7. Legal and business risk management; and
8. Preparation of an Audit Committee report to be included in Kodak’s annual Proxy Statement, as required by the SEC.
II. COMPOSITION
1. The Audit Committee shall consist of at least three Board members, all of whom meet the requirements for independence under the
SEC rules and NYSE listing standards. No person serving on the audit committees of more than two other publicly traded companies
shall be appointed to, or remain on, the Committee;
2. Prospective members shall be recommended by the Corporate Responsibility and Governance Committee with the advice and coun-
sel of the Chairman and CEO and shall be appointed by the Board. One member shall be designated by the Board as the Committee
Chair;
3. All members shall be financially literate, as determined by the Board in its business judgment, or shall become so in a reasonable
period of time after appointment;
4. At least one member of the Committee shall have accounting or related financial management expertise as required by the NYSE
Listing Standards, as determined by the Board in its business judgment, and shall be a “Financial Expert,” as defined by the SEC;
and
5. All members shall receive appropriate training and information necessary to fulfill the Committee’s responsibilities.
III. MEETINGS
The Committee shall meet at least four times per year or more frequently as circumstances require. The Committee may have in attendance at
meetings the members of management or others it deems necessary in order to provide the information necessary to carry out its duties.
IV. DUTIES, RESPONSIBILITIES AND POWERS
The Committee shall have the following duties, responsibilities and powers:
1. With respect to the independent accountant, the Committee shall:
(a) Serve as the Board’s avenue of communication with the independent accountant;
(b) Select, evaluate, monitor, retain and, if necessary, discharge the independent accountant;
(c) Ensure the independent accountant and management understand that the Committee, as the shareholders’ representative, is the
independent accountant’s client, and therefore that the independent accountant is ultimately accountable to the Committee;
(d) Meet regularly with the independent accountant. Meet separately on a periodic basis with management, the internal auditors and
the independent accountant. Provide an opportunity for the independent accountant to meet with the Board when necessary and
appropriate;
(e) Confirm and assure the independent accountant’s independence by:
(i) Reviewing the independent accountant’s annual written statement delineating all relationships between the independent
accountant and Kodak;
(ii) Monitoring, pre-approving and, if appropriate, limiting fees paid to the independent accountant for audit services, internal con-
trol-related services and other non-audit services;
(iii) Discussing with the independent accountant any relationships or services that may affect the independent accountant’s objec-
tivity or independence;
(iv) Verifying that the independent accountant has complied with requirements regarding the rotation of lead audit partners; and
(v) Confirming and assuring no attempts have been made to improperly influence the performance of the independent accoun-
tant’s audit functions.
(f) Review and approve the annual audit plan and the audit reports of the independent accountant;