Kodak 2007 Annual Report Download - page 209

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(iii) The adequacy of Kodak’s system of internal controls, including whether there are significant deficiencies or material
weaknesses in the design or operation of internal controls or any fraud involving employees with significant roles in Kodak’s
system of internal controls. In this regard, the Committee shall oversee management’s assessment of Kodak’s system of
internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act and management’s certification
processes under Sections 302 and 906 of the Sarbanes-Oxley Act. The Committee shall also ensure that management
appropriately addresses any significant deficiencies or material weaknesses that are communicated.
(b) Perform the following with respect to the Company’s consolidated financial statements:
(i) Review with management and the independent accountant:
– Significant financial reporting issues and judgments made in connection with the preparation of the Company’s consolidated
financial statements;
– Significant issues regarding the Company’s accounting and reporting principles and practices, including critical accounting
policies;
– Significant changes or developments in accounting and reporting principles and practices;
– Matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit;
– The results of the audit, including a review of any audit problems or difficulties encountered by the independent auditor in the
course of the audit work, any restrictions on the scope of its activities or access to required personnel or information, and
any disagreements with management;
– Any significant changes required in the scope of the independent accountant’s audit; and
– Principles of accounting proposed or promulgated by regulatory accounting authorities;
(ii) Review legal matters that may have a material impact on the consolidated financial statements with the Company’s General
Counsel, Director of Corporate Auditing, the Controller and the independent accountant;
(iii) Review the annual audited and quarterly reviewed consolidated financial statements, including “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” with management and the independent accountant prior to Kodak’s
filing of the related Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, respectively, with the SEC;
(iv) Recommend to the Board whether the audited consolidated financial statements be included in Kodak’s Annual Report on
Form 10-K prior to its filing;
(v) Review the Annual Report on Form 10-K and the Quarterly Reports on Form 10-Q prior to their filings;
(vi) Discuss sales and earnings press releases with management and the independent accountant. Discuss with management
financial information and earnings guidance provided to analysts and rating agencies; and
(vii) Discuss with management any comment letters from the SEC relating to the Company’s historical filings and the related
responses.
4. With respect to risks and uncertainties, including contingent liabilities the Committee shall:
(a) Review Kodak’s risk management and assessment policies, and where appropriate, delegate to other Board committees primary
review responsibility for particular risk areas;
(b) Inquire of management and the Director of Corporate Auditing about significant risks or exposures and review the steps
management has taken to minimize them; and
(c) Review management’s analysis and evaluation of significant financial accounting and reporting issues (including critical accounting
policies and significant off balance sheet structures) and the extent to which these issues, structures and policies affect Kodak’s
consolidated financial statements.
5. With respect to the internal control and disclosure control environments the Committee shall:
(a) Oversee Kodak’s compliance with Section 404 of the Sarbanes-Oxley Act of 2002; and
(b) Review with management, the independent accountant, and the Director of Corporate Auditing the adequacy of Kodak’s disclosure
controls and procedures and internal control over financial reporting, including anti-fraud controls and the findings and
recommendations of the independent accountant and internal auditors, together with management’s proposed responsive actions.