SanDisk 2007 Annual Report Download - page 18

Recommendation of the Board of Directors
The Board believes that Proposal No. 1 is in the Company’s best interests and in the best interests of its
stockholders and recommends a vote FOR the election of all of the above nominees.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed Ernst & Young LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 28, 2008, and is asking the Company’s stockholders to ratify
this appointment. The affirmative vote of the holders of a majority of the shares present or represented by proxy at
the Annual Meeting and entitled to vote on this Proposal No. 2 will be required to ratify the selection of Ernst &
Young LLP.
In the event the stockholders fail to ratify the appointment, the Audit Committee will reconsider its
appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the
fiscal year ending December 28, 2008. Even if this appointment is ratified, the Audit Committee, in its discretion,
may direct the appointment of a different independent registered public accounting firm at any time during the year
if the Audit Committee determines that such a change would be in the best interests of the Company and its
stockholders.
Ernst & Young LLP has audited the Company’s financial statements annually since 1991. Its representatives
are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do
so, and will be available to respond to appropriate questions.
Principal Accountant Fees and Services
The following is a summary of the Ernst & Young LLP fees incurred by the Company for professional services
rendered during the 2007 and 2006 fiscal years:
2007 2006
(a) Audit Fees ............................................ $3,922,000 $3,424,000
(b) Audit-Related Fees . . . ................................... 219,000 178,000
(c) Tax Fees ............................................. 627,000 474,000
(d) All Other Fees ......................................... 57,000 6,000
(a) Audit fees consist of professional services provided in connection with the integrated audit of the Company’s
financial statements and review of the Company’s quarterly financial statements that include professional
services provided in connection with the annual audit of the Company’s internal control over financial
reporting. The fees for fiscal 2007 include professional services provided in connection with the msystems Ltd.
acquisition and new and existing statutory audits of subsidiaries or affiliates of the Company.
(b) Audit-related fees consist primarily of accounting consultations, services provided in connection with reg-
ulatory filings, technical accounting guidance and other attestation services.
(c) For fiscal years 2007 and 2006, tax fees principally included tax compliance fees, including expatriate
compliance services. Total compliance fees were $407,000 and $302,000 for fiscal 2007 and 2006, respectively.
Tax fees also include tax advice and tax planning fees of $220,000 and $172,000 for fiscal 2007 and 2006,
respectively.
(d) All other fees includes online research tools, grant funding requests and other services.
All of the 2007 services described above were pre-approved by the Audit Committee to the extent required by
Section 10A of the Securities Exchange Act of 1934, as amended, which requires audit committee pre-approval of
audit and non-audit services provided by the Company’s independent registered public accounting firm. In
accordance with Section 10A under the Securities Exchange Act of 1934, as amended, the Audit Committee
may delegate to any member of the Audit Committee (referred to as the “Audit Committee Delegate”) the authority
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