Kodak 2007 Annual Report Download - page 208

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III. MEETINGS
The Committee shall meet at least four times per year or more frequently as circumstances require. The Committee may have in
attendance at meetings the members of management or others it deems necessary in order to provide the information necessary to carry
out its duties.
IV. DUTIES, RESPONSIBILITIES AND POWERS
The Committee shall have the following duties, responsibilities and powers:
1. With respect to the independent accountant the Committee shall:
(a) Serve as the Board’s avenue of communication with the independent accountant;
(b) Select, evaluate, monitor, retain, and, if necessary, discharge the independent accountant;
(c) Ensure the independent accountant and management understand that the Committee, as the shareholders’ representative, is the
independent accountant’s client, and therefore that the independent accountant is ultimately accountable to the Committee;
(d) Meet regularly with the independent accountant. Meet separately on a periodic basis with management, the internal auditors and
the independent accountant. Provide an opportunity for the independent accountant to meet with the Board when necessary and
appropriate;
(e) Confirm and assure the independent accountant’s independence by:
(i) Reviewing the independent accountant’s annual written statement delineating all relationships between the independent
accountant and Kodak;
(ii) Monitoring, pre-approving and, if appropriate, limiting fees paid to the independent accountant for audit services, internal
control-related services and other non-audit services;
(iii) Discussing with the independent accountant any relationships or services that may affect the independent accountant’s
objectivity or independence;
(iv) Verifying that the independent accountant has complied with requirements regarding the rotation of lead audit partners; and
(v) Confirming and assuring no attempts have been made to improperly influence the performance of the independent
accountant’s audit functions.
(f) Review and approve the annual audit plan and the audit reports of the independent accountant;
(g) Obtain and review, at least annually, the independent accountant’s report describing: the independent accountant’s internal quality-
control procedures; any material issues raised by the most recent internal quality-control review or peer review, of the independent
accountant, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the independent accountant; any steps taken to deal with the issues; and
all relationships between the independent accountant and Kodak; and
(h) Set policies regulating the hiring of employees and former employees of the independent accountants.
2. With respect to the internal auditors the Committee shall:
(a) Serve as the Board’s avenue of communication with the Director of Corporate Auditing;
(b) Review and approve the appointment, replacement, reassignment or dismissal of the Director of Corporate Auditing;
(c) Confirm and assure the independence of the internal auditors, and that no attempts have been made to improperly influence the
performance of their audit functions;
(d) Review the annual audit plan of the internal auditors, its scope and the intended level of support for, and coordination with, the
external audit process; and
(e) Review periodically internal audit activities, staffing and budget to assure the appropriate level of resources is available.
3. With respect to Kodak’s financial disclosures and statements the Committee shall:
(a) Inquire of management and the independent accountant as to:
(i) The acceptability and appropriateness of financial accounting principles, policies and disclosures, used or proposed by Kodak,
including analysis of the effects of all material alternative GAAP methods on financial statements;
(ii) Management’s quarterly evaluation of the adequacy of Kodak’s system of disclosure controls and procedures; and