Kodak 2008 Annual Report Download - page 209

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EXHIBIT IV — AUDIT AND NON-AUDIT SERVICES PRE-APPROVAL POLICY
I. Statement of Principles
The Audit Committee is responsible for the appointment, compensation and oversight of the work of the independent auditor. As part of
this responsibility, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditor in
order to assure that they do not impair the auditor’s independence from the Company. Accordingly, the Audit Committee has adopted this
Pre-Approval Policy, which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the
independent auditor may be pre-approved.
This Pre-Approval Policy establishes two different approaches to pre-approving services: proposed services either may be pre-approved
without specific consideration by the Audit Committee (general pre-approval) or require the specific pre-approval of the Audit Committee
(specific pre-approval). The Audit Committee believes that the combination of these two approaches in this policy will result in an effective
and efficient procedure to pre-approve services performed by the independent auditor. As set forth in this policy, unless a type of service
has received general pre-approval, it will require specific pre-approval by the Audit Committee. Any proposed services exceeding pre-
approved budgeted amounts will also require specific pre-approval by the Audit Committee. For both types of pre-approval, the Audit
Committee shall consider whether such services are consistent with the SEC’s rules on auditor independence. The Audit Committee shall
determine whether the audit firm is best positioned to provide the most effective and efficient service.
The non-audit services that have the general pre-approval of the Audit Committee will be reviewed on an annual basis unless the Audit
Committee considers a different period and states otherwise. The Audit Committee shall annually review and pre-approve the audit, audit-
related and tax services that can be provided by the independent auditor without obtaining specific pre-approval from the Audit Committee.
The Audit Committee will revise the list of general pre-approved services from time to time, based upon subsequent determinations. The
Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent auditor to management or to
others.
The independent auditor has reviewed this policy and believes that implementation of the policy will not adversely affect the auditor’s
independence.
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.