SanDisk 2006 Annual Report Download - page 15

Committee may consist of one or more directors, and currently consists of one director, Dr. Harari. The Board has
also delegated authority to the Secondary Executive Committee to grant stock options (but not stock units or other
equity awards) to non-Section 16 officers. The Secondary Executive Committee may be comprised of one or more
officers of the Company, and is currently comprised of two officers, Sanjay Mehrotra, the Company’s President and
Chief Operating Officer, and Judy Bruner, the Company’s Executive Vice President, Administration and Chief
Financial Officer. Share-based awards to Section 16 officers are made by the Compensation Committee. The
Compensation Committee met six (6) times and took action by written consent two (2) times during fiscal 2006. The
Special Option Committee took action by written consent fifty (50) times during fiscal 2006. The Secondary
Executive Committee took action by written consent sixteen (16) times during fiscal 2006.
As indicated above, pursuant to the Charter, the Compensation Committee is authorized to retain and terminate
any compensation consultant engaged to assist in the evaluation of the compensation of our senior executive officers
(including all of the Named Executive Officers). The Compensation Committee has not retained the services of a
compensation consulting firm. From time to time, management has retained and consulted with its own outside
advisors, including compensation consultants, to assist in analyzing the Company’s peer group and preparing
recommendations to the Compensation Committee regarding compensation programs and levels.
Nominating and Governance Committee
The Nominating and Governance Committee of the Board of Directors (the “Nominating and Governance
Committee”) held three (3) meetings during fiscal 2006 and met subsequent to the end of the last fiscal year to
recommend to the full Board each of the nominees for election to the Board of Directors, as presented herein. The
Nominating and Governance Committee consists of Directors Marks and Hartenstein. The Nominating and
Governance Committee identifies, considers and recommends director nominees to be selected by the Board of
Directors 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 Board’s annual 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 the purposes of the Nominating
and Governance Committee. The Board of Directors adopted a charter for the Nominating and Governance
Committee in February 2003, which was last amended in February 2007. A current copy of this charter is available
on the Company’s website at www.sandisk.com. The Board of Directors has determined that each of the members of
the Nominating and Governance Committee is an “independent director” as defined in Rule 4200 of the
Marketplace Rules of the National Association of Securities Dealers, Inc.
CONSIDERATION OF DIRECTOR NOMINEES
Stockholder-Recommended Nominees
The policy of the Nominating and Governance Committee is to consider properly submitted stockholder
recommendations for nominees for membership on the Board as described below under “Identifying and Evaluating
Nominees for Directors.” In evaluating the recommended nominees, the Nominating and Governance Committee
seeks to achieve a balance of knowledge, experience and capability on the Board and to address the membership
criteria set forth under “Director Qualifications.”
The Nominating and Governance Committee will consider recommendations for nominees from stockholders.
Stockholders may recommend individuals for consideration by submitting the materials set forth below to the Chair
of the Nominating and Governance Committee at the Company’s address. If the nominees are intended to be
considered by the Nominating and Governance Committee for recommendation to the Board for the slate of
Directors to be voted on at the Company’s annual meeting (“Annual Meeting Nominees”), the written materials
must be submitted within the time permitted for submission of a stockholder proposal for inclusion in the
Company’s proxy statement for the subject annual meeting and such submission must also comply with the
provisions for stockholder proposals set forth in the Company’s Bylaws. For all other vacancies, the written
materials must be submitted at least 30 days prior to the time that the Nominating and Governance Committee meets
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