Independence of Directors
The Board has determined that: Gerald L. Baliles, John T. Casteen III, Dinyar S. Devitre, Thomas F. Farrell II, Thomas W. Jones, Debra J. Kelly-Ennis, W. Leo Kiely III, Kathryn B. McQuade, George Muñoz and Nabil Y. Sakkab are independent because each has no material relationship with the Company. To assist it in making these determinations, the Board has adopted categorical standards of director independence that are set forth in Annex A to the Company's Corporate Governance Guidelines.