Kodak 2006 Annual Report Download - page 183

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nCommittee Reports
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, most recently amended on February 17, 2004. A copy of the Audit 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 prepar-
ing the Company’s consolidated fi nancial statements. The Company’s independent registered public accounting fi rm (independent accountants), Price-
waterhouseCoopers 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 Audit Committee is responsible for overseeing these processes.
During 2006, the Audit Committee met and held discussions with management and the independent accountants on a regular basis. Management
represented to the Audit 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 Audit Committee reviewed and discussed the audited consolidated fi nancial statements
with management and the independent accountants.
The Audit Committee discussed with the independent accountants the matters specifi ed by Statement on Auditing Standards No. 61, “Communica-
tions with Audit Committee.” The independent accountants provided to the Audit Committee the written disclosures required by the Independence
Standards Board Standard No. 1, “Independence Discussion With Audit Committees.” The Audit Committee discussed with the independent accoun-
tants their independence.
The Audit Committee discussed with the Company’s internal auditors and independent accountants the plans for their audits. The Audit Committee
met with the internal auditors and independent accountants, with and without management present. The internal auditors and independent accoun-
tants discussed with or provided to the Audit 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.
With reliance on these reviews, discussions and reports, the Audit 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, 2006, and the Board accepted the Audit Committee’s
recommendations.
The following fees were paid to PwC for services rendered in 2006 and 2005:
(in millions) 2006 2005
Audit Fees $ 17.2 $ 17.5
Audit-Related Fees 4.4 0.2
Tax Fees 2.2 2.6
All Other Fees 0.0 0.1 *
$23.8 $20.4
* Primarily for license fees relating to an accounting research tool and services related to the translation of the Company’s Form 10-K into Japanese.
The Audit Fees related primarily to the annual audit of the Company’s consolidated fi nancial statements (including Section 404 internal control assess-
ment under the Sarbanes-Oxley Act of 2002) included in the Company’s Annual Report on Form 10-K, quarterly reviews of interim fi nancial state-
ments 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 separate fi nancial statement audits for the Company’s Health Group Segment for 2006.
Tax Fees in 2006 consisted of $1.9 million for tax compliance services and $.3 million for tax planning and advice. Tax Fees in 2005 consisted of $2.0
million for tax compliance services and $0.6 million for tax planning and advice.
PwC also audits certain benefi t plans of the Company. Fees of approximately $0.3 million are paid directly by the plans rather than by the Company.
The Audit Committee appointed PwC as the Company’s independent accountants. In addition, the Audit Committee approved the scope of non-audit
services anticipated to be performed by PwC in 2006 and the estimated budget for those services. The Audit Committee has adopted an Audit and
Non-Audit Services Pre-Approval Policy, a copy of which is attached to this Proxy Statement as Exhibit IV.
William H. Hernandez, Chair
Durk I. Jager
Debra L. Lee
Delano E. Lewis