SanDisk 2006 Annual Report Download - page 13

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BOARD MEETINGS AND COMMITTEES
The Board of Directors held fourteen (14) meetings during fiscal 2006. During fiscal 2006, each member of the
Board of Directors attended or participated in seventy-five percent (75%) or more of the aggregate of (i) the total
number of meetings of the Board of Directors held during the fiscal year or the portion thereof following such
person’s appointment to the Board and (ii) the total number of meetings held by all committees on which such
Director served during the past fiscal year or the portion thereof following such person’s appointment to one or more
of those committees. There are no family relationships among executive officers or Directors of the Company. The
Board of Directors has an Audit Committee, a Compensation Committee, a Nominating and Governance Com-
mittee, a Special Option Committee and a Secondary Executive Committee.
Communications with the Board
The Company encourages stockholder communications with its Board of Directors. Any stockholder com-
munications with the Board of Directors may be submitted either via postal mail or email.
Postal Mail
Postal mail submissions should be directed to the following address:
Board of Directors
c/o Investor Relations
SanDisk Corporation
601 McCarthy Boulevard
Milpitas, CA 95035
Email
Individuals may also communicate with the Board by submitting an email to the Company’s Board at
[email protected]. Email submitted to this email address will be relayed to all Directors.
Communications Intended for Non-Management Directors
Communications that are intended specifically for non-management Directors should be sent to the postal or
email address above to the attention of the Chair of the Nominating and Governance Committee.
Company Policy Regarding Board Member Attendance at Annual Meetings
The Company encourages attendance by each incumbent Director and each nominee to the Board at its Annual
Meeting of Stockholders. Six (6) out of the then-current eight (8) Board members attended the Company’s 2006
Annual Meeting of Stockholders.
Audit Committee
The Audit Committee of the Board of Directors held twelve (12) meetings during fiscal 2006. 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 Board of Directors adopted and approved a revised written charter for the Audit Committee in
February 2005 that reflects new AICPA and SEC rules on auditor rotation. A current copy of this charter is available
on the Company’s website at www.sandisk.com. The Board of Directors has determined that Mr. Federman is an
“audit committee financial expert” as defined by the SEC. The Board of Directors has determined that each of the
members of this Committee is an “independent director” as defined in Rule 4200 of the Marketplace Rules of the
National Association of Securities Dealers, Inc. 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.
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