Kodak 2007 Annual Report Download - page 210

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6. With respect to Kodak’s ethical, legal and regulatory compliance programs the Committee shall:
(a) Oversee Kodak’s ethical, legal and regulatory compliance programs;
(b) Review Kodak’s legal and regulatory compliance programs for legal and ethical business conduct, and meet periodically with
Kodak’s Compliance Officer;
(c) Establish procedures for the receipt, retention and treatment of complaints received by Kodak regarding accounting, internal
accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding
questionable accounting or auditing matters; and
(d) Review any potential material related party transactions.
7. With respect to access and communication the Committee shall:
(a) Meet separately and privately with the independent accountant, the Director of Corporate Auditing and Kodak’s chief financial and
accounting officers to ascertain if any restrictions have been placed on the scope of their activities or attempts made to improperly
interfere with their audit activities, and to discuss any other matters they or the Committee believe should be discussed privately;
(b) Meet in executive session as necessary and appropriate; and
(c) Report Committee actions to the Board, with appropriate recommendations.
8. With respect to advisors and legal counsel the Committee shall:
In its sole discretion, as it deems advisable, retain at Kodak’s expense, accountants, legal counsel and other advisors and consultants
to assist it in the performance of its duties.
9. With respect to reporting its activities the Committee shall:
(a) Review its charter annually and recommend changes, as necessary, to the Board;
(b) Report its activities regularly to the Board and make recommendations to the Board with respect to matters within its purview, as
necessary or appropriate;
(c) Cause to be included with Kodak’s proxy statement a copy of the Committee’s charter once every three years or whenever it is
amended;
(d) Cause to be included in Kodak’s proxy statement a Committee Report in accordance with NYSE Listing standards and Item 306 of
Regulation S-K; and
(e) Ensure Kodak submits an annual written affirmation to the NYSE.
10. With respect to certain other matters the Committee shall:
(a) Perform an annual Committee self assessment; and
(b) Receive training in order to better develop skills related to the performance of its duties.
V. OVERSIGHT ROLE
Kodak’s financial statements are the responsibility of management. The independent accountant’s responsibility is to plan and perform its
audit to obtain reasonable assurance that the financial statements present fairly, in all material respects, Kodak’s financial position, results
of operations and cash flows. Kodak’s internal audit function is responsible for providing an independent, objective appraisal of Kodak’s
business activities to support management in its responsibilities to conduct operations in an environment of effective internal control, and in
its assertion of the effectiveness of these internal controls for regulatory reporting purposes. The Committee’s responsibility shall be to
oversee these activities and the other matters outlined in this Charter.
As adopted by BOD: 2/17/04
Previously adopted: 12/16/03, 5/8/02, 2/8/01, 5/10/00, 12/11/98