Corning Incorporated - Governance - Committee Composition

Board Nomination and Renewal Process

The Nominating and Corporate Governance Committee has the authority to recommend director nominees to the Board of Directors for approval. The Committee takes into account the Company’s current needs and the qualities needed for Board service, including:

experience and achievement in business, finance, technology or other areas relevant to Corning’s activities;
reputation, ethical character and maturity of judgment;
diversity of view points, backgrounds, and experiences;
absence of conflicts of interest that might impede the proper performance of the responsibilities of a director;
independence under SEC and NYSE rules;
service on other boards of directors;
sufficient time to devote to Board matters; and,
ability to work effectively and collegially with other Board members.

In the case of incumbent directors, the Nominating and Corporate Governance Committee will review such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any transactions of such directors with the Company during their term. For those potential new director candidates who appear upon first consideration to meet the Board’s selection criteria, the Nominating and Corporate Governance Committee will conduct appropriate inquiries into their background and qualifications and, depending on the result of such inquiries, arrange for in-person meetings with the potential candidates.

The Nominating and Corporate Governance Committee may use multiple sources for identifying director candidates, including executive search firms, its members’ own contacts, and referrals from other directors, members of management and the Company’s advisors. The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders and will evaluate such director candidates in the same manner in which it evaluates candidates recommended by other sources. In addition, our by-laws permit a group of up to 20 shareholders who have owned a minimum of 3% of our outstanding capital stock for at least three years to submit director nominees for up to the greater of two directors or 20% of the board for inclusion in our proxy statement.

Board Committees & Charters

Audit Committee

The Audit Committee assists the Board in fulfilling its oversight of: the integrity of Corning's financial statements; our independent registered public accounting firm, and; Corning's compliance with certain legal and regulatory requirements. It reviews the financial information (to be provided to the shareholders and others), the systems of internal controls (which management and the Board have established) and the audit process.
committee charter (115KB / 5 pages)

Compensation and Talent Management Committee

The Compensation and Talent Management Committee discharges the Board’s responsibilities relating to compensation of Corning’s directors and officers. It has overall responsibility for approving and evaluating the director, officer and other key executive compensation, benefit and perquisite plans, policies and programs of Corning.
committee charter (167KB / 3 pages)

Corporate Responsibility and Sustainability Committee

The Corporate Responsibility and Sustainability Committee reviews and guides Corning’s work in the areas of employment policy, political activities, public policy, external communications, and community relations in the context of Corning’s business strategy.
committee charter (105KB / 1 page)

Finance Committee

The Finance Committee assists the Board of Directors in fulfilling its oversight responsibilities across the principal areas of corporate finance for Corning and its subsidiaries. It may also assist the Board by reviewing such matters as capital structure, equity and debt financing, capital expenditures, cash management, banking activities and relationships, investments, risk management, insurance and securities repurchase activities and making recommendations for consideration by the Board.
committee charter (129KB / 3 pages)

Information Technology

The Information Technology Committee assists the Board in its oversight of the Company’s information technology strategy and significant investments in support of such strategy, Information Technology operational risk, including data protection, business continuity and cybersecurity risks and the application of Information Technology as a transformative vehicle for the Company’s business.
committee charter (103KB / 1 page)

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee recommends qualified individuals to the Board for nomination as members of the Board. It also develops and recommends to the Board a set of Corporate Governance Guidelines, leads the Board in its annual review of the Board’s performance, recommends to the Board director nominees for each of its standing committees and undertakes such other duties as delegated.
committee charter (191KB / 3 pages)