SanDisk 2012 Annual Report Download - page 21

Proxy Statement
on “Corporate Governance” at www.sandisk.com/IR. The Company will also provide copies of the Corporate
Governance Principles free of charge to any stockholder who sends a written request to the Company’s Investor
Relations department at 951 SanDisk Drive, Milpitas, CA 95035.
The Board currently has three standing committees: an Audit Committee, a Compensation Committee and a
Nominating and Governance Committee. The charters for the Audit Committee, the Compensation Committee,
and the Nominating and Governance Committee are available by clicking on “Corporate Governance” at
www.sandisk.com/IR. The Company will also provide copies of any charter free of charge to any stockholder
who sends a written request to the Company’s Investor Relations department at 951 SanDisk Drive, Milpitas, CA
95035.
Communications with the Board
The Company encourages stockholder communications with its Board and has adopted a policy governing
such communications. Under this policy, individuals may communicate with the Board by sending an email to
the Board’s attention at: [email protected], or by writing to the following address: Board of Directors,
c/o Investor Relations, SanDisk Corporation, 951 SanDisk Drive, 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 the communication is otherwise irrelevant.
Board Meetings and Attendance
The Board held four meetings during fiscal year 2012 and did not act by unanimous written consent. During
fiscal year 2012, each member of the Board attended or participated in 75% or more of the aggregate of (i) the
total number of meetings of the Board held during the period for which such person has been a Director and
(ii) the total number of meetings held by all committees of the Board on which such person served during the
period for which such Director served on the Board. 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 2012 Annual Meeting of Stockholders attended that meeting.
Audit Committee
The Audit Committee of the Board (the “Audit Committee”) held 10 meetings during fiscal year 2012, in
addition to taking actions by unanimous written consent in lieu of a meeting. The Audit Committee, which during
fiscal year 2012 consisted of, and currently consists of, Directors Lego (Chair), Federman and Gomo, oversees
on behalf of the Board the integrity of the Company’s financial statements and 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. As part of its oversight and review of the Company’s
independent registered public accounting firm, the Audit Committee reviews, on an annual basis, the
qualifications, independence and performance of the Company’s audit engagement team, and monitors the
rotation and selection of the partner-in-charge on the Company’s audit engagement team as required by law,
which occurs once every five years. The Audit Committee also regularly reviews the Company’s enterprise risk
assessment and mitigation processes and assists the Board with its oversight and annual review of the Company’s
enterprise risk management. 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 adopted a written charter for the Audit
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