Kodak 2006 Annual Report Download - page 231

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5) The Committee will determine if any director has a business or personal relationship with any of the preferred candidates that will enable the
director to initiate contact with the candidate to determine his or her interest in being considered for membership to the Board. If necessary, the
search fi rm will be used to initiate this contact.
6) Whenever possible, the Chair of the Committee, the Presiding Director, at least one other independent member of the Board and the CEO will
interview each interested preferred candidate.
7) Based on input received from the candidate interviews, the Committee will determine whether to extend an invitation to a candidate to join the
Board.
8) A reference check will be performed on the candidate.
9) Depending on the results of the reference check, the Committee will extend the candidate an invitation to join the Board, subject to election by
the Board.
10) The full Board will vote on whether to elect the candidate to the Board.
11) The Secretary of the Company will arrange for orientation sessions for newly elected directors, including briefi ngs by senior managers, to famil-
iarize new Directors with the Company’s overall business and operations, strategic plans and goals, fi nancial statements, and key policies and
practices, including corporate governance matters.
EXHIBIT IV — AUDIT AND NON-AUDIT SERVICES PRE-APPROVAL POLICY
I. Statement of Principles
The Audit Committee is responsible for the appointment, compensation and oversight of the work of the independent auditor. As part of this respon-
sibility, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditor in order to assure that
they do not impair the auditor’s independence from the Company. Accordingly, the Audit Committee has adopted this Pre-Approval Policy, which sets
forth the procedures and the conditions pursuant to which services proposed to be performed by the independent auditor may be pre-approved.
This Pre-Approval Policy establishes two different approaches to pre-approving services: proposed services either may be pre-approved without
specifi c consideration by the Audit Committee (general pre-approval) or require the specifi c pre-approval of the Audit Committee (specifi c pre-ap-
proval). The Audit Committee believes that the combination of these two approaches in this policy will result in an effective and effi cient procedure to
pre-approve services performed by the independent auditor. As set forth in this policy, unless a type of service has received general pre-approval, it
will require specifi c pre-approval by the Audit Committee. Any proposed services exceeding pre-approved budgeted amounts will also require specifi c
pre-approval by the Audit Committee. For both types of pre-approval, the Audit Committee shall consider whether such services are consistent with
the SEC’s rules on auditor independence. The Audit Committee shall determine whether the audit fi rm is best positioned to provide the most effective
and effi cient service.
The non-audit services that have the general pre-approval of the Audit Committee will be reviewed on an annual basis unless the Audit Committee
considers a different period and states otherwise. The Audit Committee shall annually review and pre-approve the audit, audit-related and tax services
that can be provided by the independent auditor without obtaining specifi c pre-approval from the Audit Committee. The Audit Committee will revise the
list of general pre-approved services from time to time, based upon subsequent determinations. The Audit Committee does not delegate its responsi-
bilities to pre-approve services performed by the independent auditor to management or to others.
The independent auditor has reviewed this policy and believes that implementation of the policy will not adversely affect the auditor’s independence.
II. Audit Services
The Audit Committee shall approve the annual audit services engagement terms and fees no later than its review of the independent auditor’s audit
plan. Audit services may include the annual fi nancial statement audit (including required quarterly reviews), subsidiary audits and other procedures
required to be performed by the independent auditor to be able to form an opinion on the Company’s consolidated fi nancial statements. These other
procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of
internal control, and consultations occurring during, and as a result of, the audit. Audit services also include the attestation engagement for the inde-
pendent auditor’s report on management’s report on internal control over fi nancial reporting. The Audit Committee shall also approve, if necessary,
any signifi cant changes in terms, conditions and fees resulting from changes in audit scope, company structure or other items.
In addition to the annual audit services engagement approved by the Audit Committee, the Audit Committee may grant general pre-approval to other
audit services, which are those services that only the independent auditor reasonably can provide. Other audit services may include statutory audits
or fi nancial audits for subsidiaries or affi liates of the Company and services associated with SEC registration statements, periodic reports and other
documents fi led with the SEC or other documents issued in connection with securities offerings.