A substantial majority of the Board of Directors consists of directors whom the Board has determined to be independent. In general, an independent director must have no material relationship with Corning Incorporated, other than as a director. For this purpose, Corning will ensure that it complies with the independence requirements of the New York Stock Exchange and U.S. Securities and Exchange Commission.
A material relationship might involve the director or immediate family members such as a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person's home. Materiality for this purpose will be evaluated from the standpoint of Corning Incorporated and from the standpoint of the director, the director's immediate family or the persons or entities with which the director is affiliated.
Notwithstanding the fact that an individual may not satisfy one or more of the criteria in the director qualification standards in the Corporate Governance Guidelines, the Board may nevertheless determine that the director has no material relationship with Corning that would interfere with independence and should be considered independent. In that case, the reasons for any such determination will be specifically set forth in the Proxy Statement for any meeting at which that director is standing for election.
The independent members of the Board of Directors have determined that Messrs. Brown, Canning, Clark, Cummings, Landgraf, Martin, Tookes and Wrighton, and Ms. Rieman are independent within the meaning of the rules of the New York Stock Exchange, based on application of the standards set forth in the Corporate Governance Guidelines adopted by the Board of Directors. The Board has also determined that each member of the Audit, Compensation and Nominating and Corporate Governance Committees is independent.