SanDisk 2005 Annual Report Download - page 17

Evaluating Nominees for Directors.'' In evaluating the recommended nominees, the Nominating and
Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board and
to address the membership criteria set forth under ""Director Qualifications.''
The Nominating and Governance Committee will consider recommendations for nominees from
stockholders. Stockholders may recommend individuals for consideration by submitting the materials set forth
below to the Company addressed to the Chairman of the Nominating and Governance Committee at the
Company's address. If the nominees are intended to be considered by the Nominating and Governance
Committee for recommendation to the Board for the slate of Directors to be voted on at the Company's
annual meeting (""Annual Meeting Nominees''), the written materials must be submitted within the time
permitted for submission of a stockholder proposal for inclusion in the Company's proxy statement for the
subject annual meeting and such submission must also comply with the provisions for stockholder proposals
set forth in the Company's Bylaws. For all other vacancies, the written materials must be submitted at least
30 days prior to the time that the Committee meets to consider candidates for any vacancy. Stockholder
nominees that are not Annual Meeting Nominees shall be considered if and when the Board determines to fill
any vacancy on the Board.
The written materials must include: (1) all information relating to the individual recommended that is
required to be disclosed pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including,
with respect to Annual Meeting Nominees, such person's written consent to being named in the proxy
statement as a nominee and, with respect to all nominees, such person's written consent to serving as a
Director if elected); (2) the name(s) and address(es) of the stockholders making the recommendation and
the amount of the Company's securities which are owned beneficially and of record by such stockholder(s);
(3) appropriate biographical information (including a business address and a telephone number) and a
statement as to the individual's qualifications, with a focus on the criteria described above; (4) a
representation that the stockholder is a holder of record of stock of the Company entitled to vote on the date of
submission of such written materials and (5) any material interest of the stockholder in the recommended
nomination.
Any stockholder nominations recommended for consideration by the Nominating and Governance
Committee should be addressed to:
Chairman of the Nominating and Governance Committee
SanDisk Corporation
140 Caspian Court
Sunnyvale, CA 94089
Director Qualifications
The Nominating and Governance Committee has established the following minimum criteria for
evaluating prospective Board candidates:
‚ Reputation for integrity, strong moral character and adherence to high ethical standards.
‚ Holds or has held a generally recognized position of leadership in the community and/or chosen field
of endeavor, and has demonstrated high levels of accomplishment.
‚ Demonstrated business acumen and experience, and ability to exercise sound business judgment in
matters that relate to the current and long-term objectives of the Company.
‚ Ability to read and understand basic financial statements and other financial information pertaining to
the Company.
‚ Commitment to understand the Company and its business, industry and strategic objectives.
‚ Commitment and ability to regularly attend and participate in meetings of the Board of Directors,
Board Committees and stockholders, number of other company boards on which the candidate serves
and ability to generally fulfill all responsibilities as a Director of the Company.
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