SanDisk 2007 Annual Report Download - page 14

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• 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 the
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 Section 16 officers and Directors. The Special Option Committee, comprised of
Director Harari, acted by written consent on 44 occasions during fiscal 2007. 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 employees other than Section 16 officers and Directors. 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. Each of Mr. Mehrotra and Ms. Bruner may act independently on behalf of the
Secondary Executive Committee. The Secondary Executive Committee acted by written consent on 26 occasions
during fiscal 2007. The Secondary Executive Committee acts pursuant to limiting guidelines adopted by the Board
of Directors.
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