Kodak 2003 Annual Report Download - page 125

Proxy Statement
125
4. With respect to risks and uncertainties, including contingent liabilities, the Committee
shall:
(a) Review Kodak’s risk management and assessment policies, and where appropriate, delegate to other Board committees pri-
mary review responsibility for particular risk areas;
(b) Inquire of management and the Director of Corporate Auditing about significant risks or exposures and review the steps man-
agement has taken to minimize them; and
(c) Review management’s analysis and evaluation of significant financial accounting and reporting issues (including critical
accounting policies and significant off balance sheet structures) and the extent to which these issues, structures and policies
affect Kodak’s consolidated financial statements.
5. With respect to the internal control and disclosure control environments, the
Committee shall:
(a) Oversee Kodak’s compliance with Section 404 of the Sarbanes-Oxley Act of 2002; and
(b) Review with management, the independent accountant and the Director of Corporate Auditing the adequacy of Kodak’s disclo-
sure controls and procedures and internal control over financial reporting, including anti-fraud controls and the findings and
recommendations of the independent accountant and internal auditors, together with management’s proposed responsive
actions.
6. With respect to Kodak’s ethical, legal and regulatory compliance programs, the
Committee shall:
(a) Oversee Kodak’s ethical, legal and regulatory compliance programs;
(b) Review Kodak’s legal and regulatory compliance programs for legal and ethical business conduct, and meet periodically with
Kodak’s Compliance Officer;
(c) Establish procedures for the receipt, retention and treatment of complaints received by Kodak regarding accounting, internal
accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding
questionable accounting or auditing matters; and
(d) Review any potential material related party transactions.
7. With respect to access and communication, the Committee shall:
(a) Meet separately and privately with the independent accountant, the Director of Corporate Auditing and Kodak’s chief financial
and accounting officers to ascertain if any restrictions have been placed on the scope of their activities or attempts made to
improperly interfere with their audit activities, and to discuss any other matters they or the Committee believe should be dis-
cussed privately;
(b) Meet in executive session as necessary and appropriate; and
(c) Report Committee actions to the Board, with appropriate recommendations.
8. With respect to advisors and legal counsel, the Committee shall:
(a) In its sole discretion, as it deems advisable, retain at Kodak’s expense, accountants, legal counsel and other advisors and
consultants to assist it in the performance of its duties.
9. With respect to reporting its activities, the Committee shall:
(a) Review its charter annually and recommend changes, as necessary, to the Board;
(b) Report its activities regularly to the Board and make recommendations to the Board with respect to matters within its
purview, as necessary or appropriate;
(c) Cause to be included with Kodak’s Proxy Statement a copy of the Committee’s charter once every three years or whenever it
is amended;
(d) Cause to be included in Kodak’s Proxy Statement a Committee Report in accordance with NYSE Listing Standards and Item
306 of Regulation S-K; and
(e) Ensure Kodak submits an annual written affirmation to the NYSE.
10. With respect to certain other matters, the Committee shall:
(a) Perform an annual Committee self assessment; and
(b) Receive training in order to better develop skills related to the performance of its duties.