Kodak 2007 Annual Report Download - page 207

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Attachment 1
Prohibited Non-Audit Services
• Bookkeeping or other services related to the accounting records or financial statements of the audit client
• Financial information systems design and implementation
• Appraisal or valuation services, fairness opinions, or contribution-in-kind reports
• Actuarial services
• Internal audit outsourcing services
• Management functions
• Human resources
• Broker-dealer, investment adviser or investment banking services
• Legal services
• Expert services unrelated to the audit
EXHIBIT V — AUDIT COMMITTEE CHARTER
I. PURPOSE
The primary purpose of the Committee is to assist the Board of Directors in overseeing:
1) The integrity of Kodak’s quarterly and annual consolidated financial statements and the financial and business information provided to
the Securities and Exchange Commission (SEC), the New York Stock Exchange (NYSE) and investors;
2) Kodak’s systems of disclosure controls and procedures and internal controls over financial reporting, including anti-fraud controls;
3) Kodak’s financial accounting principles and policies;
4) The performance of Kodak’s internal audit function;
5) The independent accountant’s selection, compensation, retention, performance and evaluation, including the assessment of the
independent accountant’s qualifications and independence;
6) Legal and regulatory compliance and compliance programs;
7) Legal and business risk management; and
8) Preparation of an Audit Committee report to be included in Kodak’s annual proxy statement, as required by the SEC.
II. COMPOSITION
1) The Audit Committee shall consist of at least three Board members, all of whom meet the requirements for independence under the
SEC rules and NYSE listing standards. No person serving on the audit committees of more than two other publicly traded companies
shall be appointed to, or remain on, the Committee;
2) Prospective members shall be recommended by the Corporate Responsibility and Governance Committee with the advice and counsel
of the Chairman and CEO and shall be appointed by the Board. One member shall be designated by the Board as the Committee
Chair;
3) All members shall be financially literate, as determined by the Board in its business judgment, or shall become so in a reasonable
period of time after appointment;
4) At least one member of the Committee shall have accounting or related financial management expertise as required by the NYSE
Listing Standards, as determined by the Board in its business judgment, and shall be a “Financial Expert”, as defined by the SEC; and
5) All members shall receive appropriate training and information necessary to fulfill the Committee’s responsibilities.