SanDisk 2008 Annual Report Download - page 64

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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 2009 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”
section of our code of ethics that applies to employees generally, is posted on our website, www.sandisk.com.
Our code of ethics may be found on our website as follows:
• From our main Web page, first click on “About SanDisk” and then scroll down and click on “Business
Conduct and Ethics.”
• Scroll down to Part IV, “SanDisk Code of Ethics for Financial Executives.”
We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or
waiver from, a provision of this code of ethics by posting the required information on our website, at the address
and location specified above.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is set forth under “Director Compensation- Fiscal 2008,” “Report of
the Compensation Committee,” “Compensation Discussion and Analysis,” “Summary Compensation Table-
Fiscal 2008,” “Outstanding Equity Awards at Fiscal 2008 Year-End” and “Option Exercises and Stock Vested in
Fiscal 2008” in our Proxy Statement for our 2009 Annual Meeting of Stockholders, and is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item is set forth under “Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters” and “Equity Compensation Information for Plans or
Individual Arrangements with Employees and Non-Employees” in our Proxy Statement for our 2009 Annual
Meeting of Stockholders, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR
INDEPENDENCE
The information required by this item is set forth under “Compensation Committee Interlocks and Insider
Participation,” “Certain Transactions and Relationships,” and under “Election of Directors” in our Proxy
Statement for our 2009 Annual Meeting of Stockholders, and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is set forth under the caption “Principal Accountant Fees and
Services” and “Report of the Audit Committee” in our Proxy Statement for our 2009 Annual Meeting of
Stockholders, and is incorporated herein by reference.
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