Kodak 2009 Annual Report Download - page 170

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COMMITTEES OF THE BOARD
The Board has the five committees described below. The Board has determined that each of the members of the Audit Committee
(Richard S. Braddock, Debra L. Lee, Delano E. Lewis, William G. Parrett, Joel Seligman and Dennis F. Strigl), the Corporate Responsibility
and Governance Committee (Herald Y. Chen, Timothy M. Donahue, Michael J. Hawley, William H. Hernandez, Douglas R. Lebda and
Laura D’Andrea Tyson), the Executive Compensation and Development Committee (Richard S. Braddock, Herald Y. Chen, Michael J.
Hawley, Douglas R. Lebda, Delano E. Lewis, William G. Parrett and Joel Seligman) and the Finance Committee (Adam H. Clammer,
Timothy M. Donahue, William H. Hernandez, Debra L. Lee, Dennis F. Strigl and Laura D’Andrea Tyson) has no material relationship with
the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and is
independent under the Company’s Director Independence Standards and, therefore, independent within the meaning of the NYSE’s Listing
Standards and, in the case of the Audit Committee, the rules of the SEC.
Audit Committee — 9 meetings in 2009
The Audit Committee assists the Board in overseeing: the integrity of the Company’s financial reports; the Company’s compliance with
legal and regulatory requirements; the independent registered public accounting firm’s (PricewaterhouseCoopers LLP) selection,
qualifications, performance and independence; the Company’s systems of disclosure controls and procedures and internal controls over
financial reporting; and the performance of the Company’s internal auditors. A detailed list of the Audit Committee’s functions is included in
its charter, which can be accessed at www.kodak.com/go/committees.
In the past year, the Audit Committee:
• Discussed the independence of PricewaterhouseCoopers LLP;
• Discussed the accounting principles used to prepare the Company’s financial statements;
• Reviewed the Company’s periodic financial statements and SEC filings;
• Retained PricewaterhouseCoopers LLP as the Company’s independent auditors;
• Reviewed and approved the audit and non-audit budgets and activities of both PricewaterhouseCoopers LLP and the internal
audit staff of the Company;
• Received and analyzed reports from the Company’s independent accountants and internal audit staff;
• Received and analyzed reports from the Company’s Chief Compliance Officer;
• Met separately and privately with PricewaterhouseCoopers LLP, and with the Company’s Director, Corporate Auditing, to ensure
that the scope of their activities had not been restricted and that adequate responses to their recommendations had been
received;
• Reviewed the progress of the Company’s internal controls assessment;
• Conducted and reviewed the results of an Audit Committee self-evaluation;
• Reviewed the fees and activities of the Company’s other significant accounting service providers;
• Reviewed the results of the Company’s employee affirmation and training process relating to the Company’s Business Conduct
Guide;
• Monitored the Company’s legal and regulatory compliance, compliance with the Company’s Business Conduct Guide and activity
regarding the Company’s Business Conduct Help Line;
• Received reports on the Company’s enterprise risk management program; and
• Reviewed the Company’s key accounting policies with the Controller and Assistant Controllers.
Corporate Responsibility and Governance Committee — 7 meetings in 2009
The Governance Committee assists the Board in: overseeing the Company’s corporate governance structure; identifying and
recommending individuals to the Board for nomination as directors; performing an annual review of the Board’s performance; and
overseeing the Company’s activities in the areas of environmental and social responsibility, charitable contributions, diversity and equal
employment opportunity. A detailed list of the Governance Committee’s functions is included in its charter, which can be accessed at
www.kodak.com/go/committees.
In the past year, the Governance Committee:
• Oversaw the nomination process for, and recommended, the election of Herald Y. Chen, Adam H. Clammer and Joel Seligman
to the Board;
• Recommended the 2009 Board goals and monitored the Board’s performance against these goals;