This excerpt taken from the DTV DEF 14A filed Apr 28, 2006.
Based on a review by the Board of all relevant information, the Board has determined that each of Neil R. Austrian, Ralph F. Boyd, Jr., James M. Cornelius, Charles R. Lee, Peter A. Lund, Nancy S. Newcomb and Haim Saban has no material relationship with the Company or News Corporation, either directly or as a partner, stockholder or officer of an organization that has such a relationship, and that each is an "independent" director as defined by the Securities Exchange Act of 1934, the Corporate Governance Standards established by the New York Stock Exchange ("NYSE"), the Company's Amended and Restated By-Laws and Corporate Governance Guidelines. The Corporate Governance
Guidelines include categorical standards for determining director independence that have been adopted by the Board of Directors of the Company, which are as follows:
A material relationship will be found to exist and a director will not be independent if:
For purposes of this determination: (i) the "Affiliated Group" means the Company or its subsidiaries or the Purchaser Group and Affiliates as defined in the Company's Amended and Restated Certificate of Incorporation and (ii) an "immediate family member" includes a person's spouse, parents, siblings, children, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone who shares such person's residence.
The review by the Board included consideration of, among other things, employment history, information publicly available from third party filings and responses to questionnaires completed by each board member on commercial, banking, professional, charitable, familial and other relationships. Each Board member was provided the opportunity to ask questions of any member and to consider all relevant information. The Board conducted the review with the guidance of legal counsel on applicable standards and other relevant considerations.