SanDisk 2012 Annual Report Download - page 25

Proxy Statement
Board Role in Risk Oversight
The Board is actively involved in the oversight of risks that could affect the Company. This oversight is
conducted at the Board level and, where relevant to a committee’s duties, through the committees of the Board.
While the Board and its committees oversee risk management strategy, management is responsible for
implementing and supervising day-to-day risk management processes. In addition, the Audit Committee
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 Company believes this
division of risk management responsibilities is the most effective approach for addressing the risks that the
Company faces.
Consideration of Director Nominees
Identifying and Evaluating Nominees for Directors
The Nominating and Governance Committee initiates the director nomination process by preparing a slate
of potential candidates who, based on their qualifications and other information available to the Nominating and
Governance Committee, appear to meet the criteria specified below and/or who have specific desirable qualities,
skills or experience (based on input from the full Board). The Nominating and Governance Committee may
engage a third-party search firm or other advisors to assist in identifying prospective nominees. The nomination
of existing Directors is not automatic, but is based on continuing qualification under the criteria set forth below
and the Corporate Governance Principles of the Company. Under the Company’s Corporate Governance
Principles, at all times, a majority of the individuals serving as Directors must be “independent” under applicable
SEC and stock exchange rules.
After the Nominating and Governance Committee reviews a nominee’s qualifications and characteristics, a
new candidate will be interviewed by at least one member of the Nominating and Governance Committee and by
the Chief Executive Officer. Upon completion of the evaluation process, the Nominating and Governance
Committee determines 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 will select the slate of nominees, including any
nominee to fill a vacancy, only from candidates screened and approved by the Nominating and Governance
Committee.
Stockholder-Recommended Nominees
The Nominating and Governance Committee considers recommendations for Director nominees that are
properly submitted by stockholders. In evaluating the recommended nominees (“Recommended Candidates”),
the Nominating and Governance Committee seeks to achieve a balance of knowledge, experience and capability
on the Board and considers the membership criteria set forth under “Identifying and Evaluating Nominees for
Directors” and “Director Qualifications.”
In order to be submitted properly, recommendations of Recommended Candidates must be timely delivered
to the Chair of the Nominating and Governance Committee, c/o SanDisk Corporation, 951 SanDisk Drive,
Milpitas, CA 95035. The recommendation must include the following written materials: (1) all information
relating to the Recommended Candidate that is required to be disclosed pursuant to applicable Exchange Act
rules and regulations, NASDAQ listing standards and the Company’s Bylaws (including, with respect to the
Recommended Candidate, such person’s written consent to being named in the proxy statement as a nominee
and, such person’s written consent to serving as a Director if elected); (2) the name(s) and address(es) of the
recommending stockholder(s) and the amount of the Company’s securities owned beneficially and of record by
such stockholder(s); (3) appropriate biographical information (including a business address and a telephone
number) and a statement as to the Recommended Candidate’s qualifications, with a focus on the criteria
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