SanDisk 2010 Annual Report Download - page 20

Milpitas, CA 95035. Communications that are intended specifically for non-management Directors should be
sent to the attention of the Chair of the Nominating and Governance Committee. The Company will deliver
correspondence to the Board unless the communication is unrelated to the Board’s duties, such as spam, junk
mail, advertisements, mass mailings, solicitations, job inquiries or otherwise irrelevant communications to the
Board.
Corporate Governance Principles
The Board has adopted a set of Corporate Governance Principles, which address important governance
policies that assist the Board in following corporate practices that serve the best interests of the Company and its
stockholders, including establishing the Board’s procedures for reviewing resignations submitted pursuant to the
Company’s majority voting standard. Stockholders can access the Corporate Governance Principles on the
website at www.sandisk.com. The Company will also provide copies of the Corporate Governance Principles
free of charge to any stockholder who sends a written request to SanDisk Corporation, Investor Relations,
601 McCarthy Blvd., Milpitas, CA 95035.
Company Policy Regarding Board Member Attendance at Annual Meetings
The Company encourages each incumbent Director and each nominee to the Board to attend its Annual
Meeting of Stockholders. All of the Director nominees who were serving as Directors at the time of the 2010
Annual Meeting attended that meeting.
Audit Committee
The Audit Committee of the Board of Directors (the “Audit Committee”) held 13 meetings and did not act
by unanimous written consent during fiscal 2010. 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, qualifications, 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 a written charter for the Audit Committee, which was last reviewed
and approved in March 2011. Stockholders can access the Audit Committee charter at www.sandisk.com. The
Company will also provide copies of the Audit Committee charter free of charge to any stockholder who sends a
written request to SanDisk Corporation, Investor Relations, 601 McCarthy Blvd., Milpitas, CA 95035. The Board
of Directors has determined that each of the members of the Audit 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 by NASDAQ regulations 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 (the “Exchange Act”).
Compensation Committee
The Compensation Committee of the Board of Directors (the “Compensation Committee”) held 8 meetings
and did not act by unanimous written consent during fiscal 2010. The Compensation Committee, which consists
of Directors Federman, Hu, Marks and Meindl, establishes the general compensation policies of the Company
and reviews and approves compensation of the executive officers of the Company. Dr. Meindl will no longer
serve on the Compensation Committee following his resignation from the Board as of the 2011 Annual Meeting.
The Board of Directors adopted a charter for the Compensation Committee, which was last amended in March
2011. Stockholders can access the Compensation Committee charter at www.sandisk.com. The Company will
also provide copies of the Compensation Committee charter free of charge to any stockholder who sends a
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