SanDisk 2013 Annual Report Download - page 19

Board Meetings and Attendance
The Board held seven meetings during fiscal year 2013. During fiscal year 2013, 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 2013 Annual Meeting of Stockholders attended that meeting.
Audit Committee
The Audit Committee of the Board (the ‘‘Audit Committee’’) held eight meetings during fiscal year
2013. The Audit Committee, which during fiscal year 2013 consisted of Ms. Lego (Chair), Mr. Federman
and Mr. Gomo, and, as of September 11, 2013, also included Mr. Mercer, 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 (including providing input and guidance on which partner to select), which occurs once every five
years. In connection with monitoring the rotation and selection of the partner-in-charge on the Company’s
audit engagement team, which is set to occur in 2015, the Audit Committee at that time also conducts a
detailed review of the performance of the Company’s independent registered public accounting firm.
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
Committee, which was last reviewed and approved in March 2014. The Board has determined that each
member of the Audit Committee is an ‘‘audit committee financial expert’’ as defined by the SEC. The
Board has also determined that each member of the Audit Committee is an ‘‘independent director’’ as
defined by NASDAQ listing standards 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 (the ‘‘Compensation Committee’’) held nine meetings
during fiscal year. The Compensation Committee during fiscal year 2013 consisted of Mr. Federman
(Chair), Mr. DeNuccio, Dr. Hu (through October 4, 2013) and, as of October 2013, Mr. Gomo joined as a
member. Mr. DeNuccio resigned from the Board and the Compensation Committee, effective February 3,
2014, and Mr. Mercer was appointed to the Compensation Committee in February 2014. The
Compensation Committee has authority for establishing the general compensation policies of the
Company, reviewing and setting the compensation of the Company’s executive officers, as defined by
NASDAQ listing standards and Rule 16a-1(f) of the Exchange Act (the ‘‘Section 16 Officers’’), evaluating
the performance of the Company’s Section 16 Officers, administering the Company’s incentive and
employee stock purchase plans, including the review and grant of incentive awards to the Company’s
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Proxy Statement