SanDisk 2007 Annual Report Download - page 94

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reported within the time periods specified in the SEC’s rules and forms. Disclosure controls include controls and
procedures designed to reasonably ensure that such information is accumulated and communicated to our
management, including our chief executive officer and chief financial officer, as appropriate to allow timely
decisions regarding required disclosure. Our quarterly evaluation of disclosure controls and procedures includes an
evaluation of some components of our internal control over financial reporting, and internal control over financial
reporting is also separately evaluated on an annual basis for purposes of providing the management report which is
set forth below.
Report of Management on Internal Control Over Financial Reporting. Our management is responsible for
establishing and maintaining a comprehensive system of internal control over financial reporting to provide
reasonable assurance of the proper authorization of transactions, the safeguarding of assets and the reliability of the
financial records. Our internal control system was designed to provide reasonable assurance to our management and
board of directors regarding the preparation and fair presentation of published financial statements. The system of
internal control over financial reporting provides for appropriate division of responsibility and is documented by
written policies and procedures that are communicated to employees. The framework upon which management
relied in evaluating the effectiveness of our internal control over financial reporting was set forth in Internal
Controls — Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway
Commission.
Based on the results of our evaluation, our management concluded that our internal control over financial
reporting was effective as of December 30, 2007.
However, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in our business or other conditions, or that the degree of compliance
with our policies or procedures may deteriorate.
Our independent registered public accounting firm has audited the financial statements included in Item 8 of
this report and has issued an attestation report on the Company’s internal control over financial reporting which is
included at page F-3.
Inherent Limitations of Disclosure Controls and Procedures and Internal Control over Financial Reporting.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable,
and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control
system is based in part upon certain assumptions about the likelihood of future events.
Changes in Internal Control over Financial Reporting. There were no changes in our internal control over
financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended December 30, 2007 that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is set forth under “Business-Executive Officers” in this report and under
“Election of Directors” and “Compliance with Section 16(a) of the Securities Exchange Act of 1934” in our Proxy
Statement for our 2008 Annual Meeting of Stockholders, and is incorporated herein by reference.
We have adopted a code of ethics that applies to our principal executive officer and principal financial and
accounting officer. This code of ethics, which consists of the “SanDisk Code of Ethics for Financial Executives”
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