SanDisk 2007 Annual Report Download - page 13

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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:
Chair of the Nominating and Governance Committee
SanDisk Corporation
601 McCarthy Boulevard
Milpitas, CA 95035
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, the number of other company boards on which the candidate serves and
ability to generally fulfill all responsibilities as a Director of the Company;
• 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 the 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; and
• 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 the 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
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