SanDisk 2013 Annual Report Download - page 22

Nominating and Governance Committee
The Nominating and Governance Committee of the Board held five meetings and did not act by
unanimous written consent during fiscal year 2013. During fiscal year 2013, the Nominating and
Governance Committee consisted of Mr. Marks (Chair), Mr. Hartenstein, and Mr. DeNuccio (until his
resignation on February 3, 2014). The Nominating and Governance Committee identifies, considers and
recommends Director nominees to be selected by the Board for submission to vote at the Company’s
annual stockholder meetings and to fill vacancies occurring between annual stockholder meetings,
implements the Board’s criteria for selecting new Directors, develops or reviews and recommends
corporate governance policies for the Board, and oversees the annual board and committee evaluation
process. The Nominating and Governance Committee is also authorized to conduct investigations and to
retain, at the expense of the Company, independent legal, accounting, financial, governance or other
professional consultants selected by the Nominating and Governance Committee, for any matters relating
to its purposes. The Board adopted a charter for the Nominating and Governance Committee, which was
last reviewed and approved in January 2014. The Board has determined that each of the members of the
Nominating and Governance Committee is an ‘‘independent director’’ as defined by NASDAQ listing
standards.
Board Leadership Structure and Risk Oversight
Board Leadership Structure
Mr. Marks has served as the Chairman of the Board since January 1, 2011. Mr. Mehrotra has served
as Chief Executive Officer of the Company since January 1, 2011 and as a Director since July 2010. The
Board believes that it is in the Company’s best interests to maintain a separation of the Chairman of the
Board and the Chief Executive Officer roles because it allows the Chief Executive Officer of the Company
to focus on the Company’s day-to-day business, while allowing the Chairman of the Board to lead the
Board in its fundamental role of providing advice to and independent oversight of management.
Each of the current Directors, other than Mr. Mehrotra and Dr. Hu, is independent and the
independent Directors have regular executive sessions. Following an executive session of independent
Directors, one or more of the attending Directors may: (1) act as a liaison between the independent
Directors and management regarding any specific feedback or issues; (2) provide management with input
regarding agenda items for Board and Committee meetings; and (3) coordinate with management
regarding information to be provided to the independent Directors in performing their duties. The Board
believes that this approach appropriately and effectively complements the Company’s current leadership
structure.
Under its charter, the Nominating and Governance Committee periodically reviews the performance
of the Board and its Committees, including the functionality and effectiveness of the Board’s leadership
structure.
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.
14