SanDisk 2005 Annual Report Download - page 18

Proxy Statement
‚ Willingness to represent and act in the interests of all stockholders of the Company rather than the
interests of a particular group.
‚ Good health and ability to serve.
‚ For prospective non-employee Directors, independence under SEC and applicable stock exchange
rules, and the absence of any conflict of interest (whether due to a business or personal relationship) or
legal impediment to, or restriction on, the nominee serving as a director.
‚ Willingness to accept the nomination to serve as a Director of the Company.
Other Factors for Potential Consideration
The Nominating and Governance Committee will also consider the following factors in connection with
its evaluation of each prospective nominee:
‚ Whether the prospective nominee will foster a diversity of skills and experiences.
‚ Whether the nominee possesses the requisite education, training and experience to qualify as
""financially literate'' or as an ""audit committee financial expert'' under applicable SEC and stock
exchange rules.
‚ For incumbent Directors standing for re-election, the Nominating and Governance Committee will
assess the incumbent Director's performance during his or her term, including the number of meetings
attended, level of participation, and overall contribution to the Company; the number of other company
boards on which the individual serves, the composition of the Board at that time, and any changed
circumstances affecting the individual Director which may bear on his or her ability to continue to
serve on the Board.
‚ Composition of Board and whether the prospective nominee will add to or complement the Board's
existing strengths.
Identifying and Evaluating Nominees for Directors
The Nominating and Governance Committee initiates the process by preparing a slate of potential
candidates who, based on their biographical information and other information available to the Nominating
and Governance Committee, appear to meet the criteria specified above and/or who have specific qualities,
skills or experience being sought (based on input from the full Board).
‚Outside Advisors. The Nominating and Governance Committee may engage a third-party search firm
or other advisors to assist in identifying prospective nominees.
‚Nomination of Incumbent Directors. The re-nomination of existing Directors is not automatic, but is
based on continuing qualification under the criteria set forth above and the Corporate Governance
Principles of the Company.
‚Management Directors. The number of officers or employees of the Company serving at any time on
the Board should be limited such that, at all times, a majority of the Directors is ""independent'' under
applicable SEC and Nasdaq National Market rules.
After reviewing appropriate biographical information and qualifications, first-time candidates the Nomi-
nating and Governance Committee proposes to include on the slate of potential candidates described above,
including those proposed to fill any vacancy, will be interviewed by at least one member of the Nominating
and Governance Committee and by the Chief Executive Officer. Upon completion of the above procedures,
the Nominating and Governance Committee shall determine the list of potential candidates to be recom-
mended to the full Board for nomination at the annual meeting or to fill any vacancy on the Board. The Board
of Directors will select the slate of nominees, including any nominee to fill a vacancy, only from candidates
identified, screened and approved by the Nominating and Governance Committee.
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