SanDisk 2007 Annual Report Download - page 12

officers (including all of the Named Executive Officers). The Compensation Committee has not retained the
services of a compensation consulting firm. From time to time, management has retained and consulted with its own
outside advisors, including compensation consultants, to assist in analyzing the Company’s peer group and
preparing recommendations to the Compensation Committee regarding compensation programs and levels.
Nominating and Governance Committee
The Nominating and Governance Committee of the Board of Directors (the “Nominating and Governance
Committee”) held three meetings during fiscal 2007 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. The
Nominating and Governance Committee consists of Directors Marks and Hartenstein. 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 Nominating and Governance Committee is also authorized to conduct investigations and to retain, at
the expense of the Company, independent legal, accounting, financial, governance or other professional consultants
selected by the Nominating and Governance Committee, for any matters relating to its purposes. The Board of
Directors adopted a charter for the Nominating and Governance 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
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 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 Chair
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 of stockholders (“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 Nominating and Governance 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, as amended (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 stockholder(s) making the recommendation and the amount of the Company’s
securities 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 below under “Director Qualifications”; (4) a representation that the stockholder is a
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