SanDisk 2009 Annual Report Download - page 17

Proxy Statement
Crocs, Inc., a designer, manufacturer and marketer of footwear for men, women and children. Mr. Marks
received a B.A. and a M.A. from Oberlin College and a M.B.A. from Harvard Business School.
Dr. Meindl has served as a Director of the Company since March 1989. Dr. Meindl has been the Joseph
M. Pettit Chair Professor of Microelectronics at the Georgia Institute of Technology in Atlanta, Georgia, since
1993. From 1986 to 1993, Dr. Meindl served as Senior Vice President for Academic Affairs and Provost of
Rensselaer Polytechnic Institute. While at Stanford University from 1967 to 1986, he was the John M. Fluke
Professor of Electrical Engineering and Director of the Stanford Electronics Laboratory and the Center for
Integrated Systems. Dr. Meindl serves as a director of Zoran Corporation, a leading provider of digital
solutions-on-a-chip for applications in the consumer electronics and digital imaging markets. Previously,
Dr. Meindl served as a director of Stratex Networks, Inc. He received the 2006 IEEE Medal of Honor, the highest
award presented by IEEE. Dr. Meindl holds a B.S., M.S. and Ph.D. in Electrical Engineering from Carnegie-
Mellon University.
BOARD GOVERNANCE
The Board of Directors held seven meetings during fiscal 2009. During fiscal 2009, 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. The Board of Directors currently has three standing committees: an Audit Committee,
a Compensation Committee, and a Nominating and Governance Committee. The charter for each committee is
available at www.sandisk.com.
Communications with the Board
The Company encourages stockholder communications with its Board of Directors. Individuals may
communicate with the Board by sending an email to the Board’s attention at: [email protected], or by writing
to the following address: Board of Directors, c/o Investor Relations, SanDisk Corporation, 601 McCarthy
Boulevard, Milpitas, CA 95035. Communications that are intended specifically for non-management Directors
should be sent to the attention of the Chair of the Nominating and Governance Committee. The Company will
deliver correspondence to the Board unless the communication is unrelated to the Board’s duties, such as spam,
junk mail, advertisements, mass mailings, solicitations, job inquiries or otherwise inappropriate.
Corporate Governance Principles
The Board has adopted a set of Corporate Governance Principles, which address important governance
policies that assist the Board in following corporate practices that serve the best interests of the Company and its
stockholders, including establishing the Board’s procedures for reviewing resignations submitted pursuant to the
Company’s majority voting standard. Stockholders can access the Corporate Governance Principles on the
website at www.sandisk.com. We will also provide copies of the Corporate Governance Principles free of charge
to any stockholder who sends a written request to SanDisk Corporation, Investor Relations, 601 McCarthy
Boulevard, Milpitas, CA 95035.
Company Policy Regarding Board Member Attendance at Annual Meetings
The Company encourages each incumbent Director and each nominee to the Board to attend its Annual
Meeting of Stockholders. All of the Director nominees who were serving as directors at the time of the 2009
annual meeting attended that meeting.
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