Kodak 2007 Annual Report Download - page 206

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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 financial 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 financial 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 independent auditor’s report on management’s report on internal control
over financial reporting. The Audit Committee shall also approve, if necessary, any significant 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 financial audits for subsidiaries or affiliates of the Company and services associated with SEC registration
statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.
III. Audit-Related Services
Audit-related services are assurance and related services that traditionally are performed by the independent auditor. Because the Audit
Committee believes that the provision of audit-related services does not impair the independence of the auditor and is consistent with the
SEC’s rules on auditor independence, the Audit Committee may grant general pre-approval to audit-related services. Audit-related services
include, among others, due diligence services pertaining to potential business acquisitions/dispositions, accounting consultations for
significant or unusual transactions not classified as “audit services,” assistance with understanding and implementing new accounting and
financial reporting guidance from rulemaking authorities, financial audits of employee benefit plans, agreed-upon or expanded audit
procedures performed at the request of management and assistance with internal control reporting requirements.
IV. Tax Services
The Audit Committee believes that the independent auditor can provide traditional tax services to the Company such as U.S. and
international tax planning and compliance. The Audit Committee will not pre-approve the retention of the independent auditor in connection
with a transaction initially recommended by the independent auditor, the purpose of which may be tax avoidance and the tax treatment of
which may not be supported in the Code and related regulations.
V. Other Permissible Non-Audit Services
The Audit Committee may grant general pre-approval to those permissible non-audit services (other than tax services, which are
addressed above) that it believes are routine and recurring services, would not impair the independence of the auditor and are consistent
with the SEC’s rules on auditor independence.
A list of the SEC’s prohibited non-audit services is attached to the end of this policy as Attachment 1. The SEC’s rules and relevant
guidance should be consulted to determine the precise definitions of these services and the applicability of exceptions to certain of the
prohibitions.
VI. Pre-Approval Budgeted Amounts
Pre-approval budgeted amounts for all services to be provided by the independent auditor shall be reviewed and approved annually by the
Audit Committee. Any proposed services exceeding these levels or amounts shall require specific pre-approval by the Audit Committee.
On a quarterly basis, the Audit Committee will be provided with updates regarding actual projects and fees by category in comparison to
the pre-approved budget.
VII. Procedures
All requests or applications from the independent auditor to provide services that do not require specific approval by the Audit Committee
shall be submitted to the Corporate Controller and must include a detailed description of the services to be rendered. The Corporate
Controller will determine whether such services are included within the list of services that have received the general pre-approval of the
Audit Committee.
Requests or applications to provide services that require specific approval by the Audit Committee shall be submitted to the Audit
Committee for approval by the Corporate Controller.
VIII. Delegation
The Committee Chair is authorized to pre-approve specific engagements or changes to engagements when it is not practical to bring the
matter before the Committee as a whole.