SanDisk 2006 Annual Report Download - page 17

• 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; any changed circumstances affecting
the individual Director which may bear on his or her ability to continue to serve on the Board; and the
Company’s retirement policy for directors, as set forth in its Corporate Governance Principles; and
• Composition of the 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 stock exchange rules.
After reviewing appropriate biographical information and qualifications, first-time candidates the Nominating
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 recommended 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.
Special Option Committee
The Special Option Committee of the Board of Directors has the authority to grant options and stock units
solely to employees other than officers and Directors. The Special Option Committee, comprised of Director
Harari, acted by written consent on 50 occasions during fiscal 2006. The Special Option Committee acts pursuant to
limiting guidelines adopted by the Board of Directors.
Secondary Executive Committee
The Secondary Executive Committee of the Board of Directors has the authority to grant stock options (but not
stock units or other share-based awards) to non-Section 16 officers. The Secondary Executive Committee may be
comprised of one or more officers of the Company and is currently comprised of Mr. Mehrotra and Ms. Bruner. The
Secondary Executive Committee acted by written consent on 16 occasions during fiscal 2006. The Secondary
Executive Committee acts pursuant to limiting guidelines adopted by the Board of Directors.
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