SanDisk 2007 Annual Report Download - page 10

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Communications Intended for Non-Management Directors
Communications that are intended specifically for non-management Directors should be sent to the postal or
email address above to the attention of the Chair of the Nominating and Governance Committee.
Company Policy Regarding Board Member Attendance at Annual Meetings
The Company encourages attendance at its Annual Meeting of Stockholders by each incumbent Director and
each nominee to the Board. All of the incumbent Directors members attended the Company’s 2007 Annual Meeting
of Stockholders.
Audit Committee
The Audit Committee of the Board of Directors (the “Audit Committee”) held eight meetings during fiscal
2007. The Audit Committee, which consists of Directors Federman, Gomo and Lego, oversees on behalf of the
Board of Directors the integrity of the Company’s financial statements, the appointment, compensation, quali-
fications, 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 Audit Committee is authorized to conduct investigations, and to retain,
at the expense of the Company, independent legal, accounting, or other professional consultants selected by the
Audit Committee, for any matters relating to its purposes. The Board of Directors adopted and approved a revised
written charter for the Audit Committee in March 2008 that reflects new AICPA standards on non-audit services. A
copy of this charter is available on the Company’s website at www.sandisk.com. The Board of Directors has
determined that each of the members of this Committee is an “audit committee financial expert” as defined by the
SEC. The Board of Directors has also determined that each member of the Audit 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 (the “Compensation Committee”) held five meetings
during fiscal 2007. The Compensation Committee, which consists of Directors Federman, Marks and Meindl,
establishes the general compensation policies of the Company and reviews and approves compensation of the
executive officers of the Company. The Board of Directors adopted a charter for the Compensation Committee in
February 2003, which was last amended in February 2007. A copy of this charter is available on the Company’s
website at www.sandisk.com. The charter requires that the Compensation Committee consist of no fewer than two
Board members who satisfy the independence requirements of NASDAQ and applicable law. At all times during
fiscal 2007, the Compensation Committee consisted of three Board members, each of whom the Board has
affirmatively determined satisfies these independence requirements.
Pursuant to its charter, the Compensation Committee’s responsibilities include the following:
• review and approve the corporate goals and objectives relevant to the compensation of the Chief Executive
Officer and, in consultation with the Chief Executive Officer, other executive officers;
• evaluate the Chief Executive Officer’s performance (and, in consultation with the Chief Executive Officer,
the other executive officers’ performance) in light of such goals and objectives;
• set officers’ compensation levels based on such evaluation and other factors deemed appropriate, including
the Company’s performance and relative stockholder return, the value of incentive awards to executive
officers at comparable companies and the awards given to the Company’s officers in past years;
• review and approve significant employment agreements, separation and severance agreements, arrange-
ments or transactions with executive officers, including any arrangements having any compensatory effect
or purpose;
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