SanDisk 2006 Annual Report Download - page 16

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to consider candidates for any vacancy. Stockholder nominees that are not Annual Meeting Nominees shall be
considered if and when the Board determines to fill any vacancy on the Board.
The written materials must include: (1) all information relating to the individual recommended that is required
to be disclosed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including, with
respect to Annual Meeting Nominees, such person’s written consent to being named in the proxy statement as a
nominee and, with respect to all nominees, such person’s written consent to serving as a Director if elected); (2) the
name(s) and address(es) of the stockholder(s) making the recommendation 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 individual’s qualifications, with a
focus on the criteria described below under “Director Qualifications”; (4) a representation that the stockholder is a
holder of record of stock of the Company entitled to vote on the date of submission of such written materials; and
(5) any material interest of the stockholder in the recommended nomination.
Any stockholder nominations recommended for consideration by the Nominating and Governance Committee
should be addressed to:
Chairman of the Nominating and Governance Committee
SanDisk Corporation
601 McCarthy Boulevard
Milpitas, CA 95035
Director Qualifications
The Nominating and Governance Committee has established the following minimum criteria for evaluating
prospective Board candidates:
• Reputation for integrity, strong moral character and adherence to high ethical standards;
• Holds or has held a generally recognized position of leadership in the community and/or chosen field of
endeavor, and has demonstrated high levels of accomplishment;
• Demonstrated business acumen and experience, and ability to exercise sound business judgment in matters
that relate to the current and long-term objectives of the Company;
• Ability to read and understand basic financial statements and other financial information pertaining to the
Company;
• Commitment to understand the Company and its business, industry and strategic objectives;
• Commitment and ability to regularly attend and participate in meetings of the Board of Directors, Board
Committees and stockholders, the number of other company boards on which the candidate serves and
ability to generally fulfill all responsibilities as a Director of the Company;
• Willingness to represent and act in the interests of all stockholders of the Company rather than the interests
of a particular group;
• Good health and ability to serve;
• For prospective non-employee Directors, independence under SEC and applicable stock exchange rules, and
the absence of any conflict of interest (whether due to a business or personal relationship) or legal
impediment to, or restriction on, the nominee serving as a director; and
• Willingness to accept the nomination to serve as a Director of the Company.
Other Factors for Potential Consideration
The Nominating and Governance Committee will also consider the following factors in connection with its
evaluation of each prospective nominee:
• Whether the prospective nominee will foster a diversity of skills and experiences;
Proxy Statement
9