Kodak 2007 Annual Report Download - page 205

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3) The Committee will develop an initial list of director candidates by retaining a search firm, utilizing the personal network of the Board
and senior management of the Company, and considering any nominees previously recommended.
4) The Committee will screen the resulting slate of director candidates to identify those individuals who best fit the target candidate profile
and the Board’s Director Qualification Standards. From this review, the Committee will prepare a list of preferred candidates and
present it to the full Board and the CEO for input.
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 firm 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 briefings by senior managers,
to familiarize new Directors with the Company’s overall business and operations, strategic plans and goals, financial 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 responsibility, 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 specific consideration by the Audit Committee (general pre-approval) or require the specific pre-approval of the Audit Committee
(specific pre-approval). The Audit Committee believes that the combination of these two approaches in this policy will result in an effective
and efficient 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 specific pre-approval by the Audit Committee. Any proposed services exceeding pre-
approved budgeted amounts will also require specific 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 firm is best positioned to provide the most effective and efficient 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 specific 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 responsibilities 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.