Kodak 2005 Annual Report Download - page 195

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REPORT OF THE AUDIT COMMITTEE
The Audit Committee of Eastman Kodak Company’s Board of Directors is composed solely of independent directors and operates under a written
charter adopted by the Board and most recently amended on February 17, 2004. A copy of the Committee’s charter can be found on our website at
www.kodak.com/go/governance.
Management is responsible for the Company’s internal control over fi nancial reporting, the Company’s disclosure controls and procedures and
preparing the Company’s consolidated fi nancial statements. The Company’s independent registered public accounting fi rm (independent accountants),
PricewaterhouseCoopers LLP (PwC), is responsible for performing an independent audit of the consolidated fi nancial statements and of its internal
control over fi nancial reporting in accordance with standards of the Public Company Accounting Oversight Board (United States) and for issuing a
report of the results. As outlined in its charter, the Committee is responsible for overseeing these processes.
During 2005, the Committee met and held discussions with management and the independent accountants on a regular basis. Management
represented to the Committee that the Company’s consolidated fi nancial statements were prepared in accordance with accounting principles
generally accepted in the United States (U.S. GAAP), and the Committee reviewed and discussed the audited consolidated fi nancial statements with
management and the independent accountants.
The Committee discussed with the independent accountants the matters specifi ed by Statement on Auditing Standards No. 61, “Communications with
Audit Committee.” 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 independent accountants their independence.
The Committee discussed with the Company’s internal auditors and independent accountants the plans for their audits. The Committee met with the
internal auditors and independent accountants, with and without management present. The internal auditors and independent accountants discussed
with or provided to the Committee the results of their examinations, their evaluations of the Company’s internal control over fi nancial reporting, the
Company’s disclosure controls and procedures and the quality of the Company’s fi nancial reporting.
In reliance on these reviews, discussions and reports, the Committee recommended that the Board approve the audited fi nancial statements
for inclusion in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, and the Board accepted the
Committee’s recommendations.
The following fees were paid to PwC for services rendered in 2005 and 2004:
(in millions) 2005 2004
Audit Fees $17.5 $18.4
Audit-Related Fees 0.2 0.4
Tax Fees 2.6 1.2
All Other Fees 0.1 0.0
$20.4 $20.0
The Audit Fees related primarily to the annual audit of the Company’s consolidated fi nancial statements (including Section 404 internal control
assessment under the Sarbanes-Oxley Act of 2002) included in the Company’s Annual Report on Form 10-K, quarterly reviews of interim fi nancial
statements included in the Company’s Quarterly Reports on Forms 10-Q, statutory audits of certain of the Company’s subsidiaries and services
relating to fi lings under the Securities Act of 1933 and the Securities Exchange Act of 1934.
The Audit-Related Fees related primarily to agreed-upon procedures and audits of the Company’s employee benefi t plans.
Tax Fees in 2005 consisted of $2.0 million for tax compliance services and $0.6 million for tax planning and advice. Tax Fees in 2004 consisted of
$0.8 million for tax compliance services and $0.4 million for tax planning and advice.
The Committee appointed PwC as the Company’s independent accountants. In addition, the Committee approved the scope of non-audit services
anticipated to be performed by PwC in 2005 and the estimated budget for those services. The Committee has adopted an Audit and Non-Audit
Services Pre-Approval Policy, a copy of which is attached to this Proxy Statement as Exhibit II.
William H. Hernandez, Chair
Richard S. Braddock
Paul H. O’Neill
Hector de J. Ruiz
nCommittee Reports