SanDisk 2005 Annual Report Download - page 16

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Proxy Statement
Audit Committee
The Audit Committee of the Board of Directors held six (6) meetings during fiscal 2005. The Audit
Committee, which is comprised of Directors Federman, Gomo, Lego and Shugart, oversees on behalf of the
Board of Directors, the integrity of the Company's financial statements, the appointment, compensation,
qualifications, independence and performance of the Company's independent registered public accounting
firm, the Company's compliance with legal and regulatory requirements and the performance of the
Company's internal accounting, audit and financial controls. The Board of Directors adopted and approved a
revised written charter for the Audit Committee in February 2005 that reflects new AICPA and SEC rules on
auditor rotation. A current copy of this charter is available on the Company's website at www.sandisk.com.
The Board of Directors has determined that Mr. Federman is an ""audit committee financial expert'' as defined
by the Securities and Exchange Commission. The Board of Directors has determined that each of the
members of this Committee is an ""independent director'' as defined in Rule 4200 of the Marketplace Rules of
the National Association of Securities Dealers, Inc. and also meets the additional criteria for independence of
Audit Committee members set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as
amended.
Compensation Committee
The Compensation Committee of the Board of Directors held eight (8) meetings during fiscal 2005. The
Compensation Committee is comprised of Directors Marks, Meindl and Shugart. The Compensation
Committee has overall responsibility for the Company's compensation policies and determines the compensa-
tion payable to the Company's executive officers, including their participation in certain of the Company's
employee benefit and stock option plans. The Board of Directors has determined that each of the members of
this Committee is an ""independent director'' as defined in Rule 4200 of the Marketplace Rules of the
National Association of Securities Dealers, Inc. The Board of Directors adopted a charter for the Compensa-
tion Committee in February 2003. A current copy of this charter is available on the Company's website at
www.sandisk.com.
Nominating and Governance Committee
The Nominating and Governance Committee of the Board of Directors (the ""Nominating and
Governance Committee'') held four (4) meetings during fiscal 2005 and met subsequent to the end of the last
fiscal year to recommend to the full Board each of the nominees for election to the Board of Directors, as
presented herein. At the time that Messrs. Hartenstein and Gomo were appointed to the Board of Directors,
they were recommended to the full Board by the Nominating and Governance Committee and by the
Company's Chief Executive Officer and then appointed by the full Board. The Nominating and Governance
Committee is comprised of Directors Marks and Shugart. The Board of Directors adopted a charter for the
Nominating and Governance Committee in February 2003, which was last amended in August 2005. A
current copy of this charter is available on the Company's website at www.sandisk.com. The Nominating and
Governance Committee identifies, considers and recommends director nominees to be selected by the Board
of Directors for submission to vote at the Company's annual stockholder meetings and to fill vacancies
occurring between annual stockholder meetings, implements the Board's criteria for selecting new Directors,
develops or reviews and recommends corporate governance policies for the Board, and oversees the Board's
annual evaluation process. The Board of Directors has determined that each of the members of the
Nominating and Governance Committee is an ""independent director'' as defined in Rule 4200 of the
Marketplace Rules of the National Association of Securities Dealers, Inc.
Consideration of Director Nominees
Stockholder-Recommended Nominees
The policy of the Nominating and Governance Committee is to consider properly submitted stockholder
recommendations for nominees for membership on the Board as described below under ""Identifying and
7