SanDisk 2009 Annual Report Download - page 18

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Audit Committee
The Audit Committee of the Board of Directors (the “Audit Committee”) held twelve meetings during fiscal
2009. The Audit Committee, which consists of Directors Federman, Gomo and Lego, oversees on behalf of the
Board of Directors the integrity of the Company’s financial statements, the appointment, compensation,
qualifications, independence and performance of the Company’s independent registered public accounting firm,
the Company’s compliance with legal and regulatory requirements and the performance of the Company’s
internal accounting, audit and financial controls. The Audit Committee is authorized to conduct investigations,
and to retain, at the expense of the Company, independent legal, accounting, or other professional consultants
selected by the Audit Committee, for any matters relating to its purposes. The Board of Directors adopted a
written charter for the Audit Committee, which was last reviewed and approved in March 2010. Stockholders can
access the Audit Committee charter on the website at www.sandisk.com. We will also provide copies of the
Audit Committee charter free of charge to any stockholder who sends a written request to SanDisk Corporation,
Investor Relations, 601 McCarthy Boulevard, Milpitas, CA 95035. The Board of Directors has determined that
each of the members of the Audit Committee is an “audit committee financial expert” as defined by the SEC. The
Board of Directors has also determined that each member of the Audit Committee is an “independent director” as
defined in NASDAQ Marketplace Rules and also meets the additional criteria for independence of Audit
Committee members set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).
Compensation Committee
The Compensation Committee of the Board of Directors (the “Compensation Committee”) held five
meetings during fiscal 2009. The Compensation Committee, which consists of Directors Federman, Hu, Marks
and Meindl, establishes the general compensation policies of the Company and reviews and approves
compensation of the executive officers of the Company. From December 29, 2008 until October 28, 2009, the
Compensation Committee consisted of three Board members. On October 28, 2009, Dr. Hu was appointed to the
Compensation Committee. The Board of Directors adopted a charter for the Compensation Committee, which
was last amended in March 2010. Stockholders can access the Compensation Committee charter on the website
at www.sandisk.com. We will also provide copies of the Compensation Committee charter free of charge to any
stockholder who sends a written request to SanDisk Corporation, Investor Relations, 601 McCarthy Boulevard,
Milpitas, CA 95035. The charter requires that the Compensation Committee consist of no fewer than two
Directors who satisfy the independence requirements of NASDAQ and applicable law. The Board has
affirmatively determined that each member of the Compensation Committee satisfies the independence
requirements.
Pursuant to its charter, the Compensation Committee’s responsibilities include the following:
• reviewing and approving the corporate goals and objectives relevant to the compensation of the Chief
Executive Officer and, in consultation with the Chief Executive Officer, other executive officers;
• evaluating the Chief Executive Officer’s performance (and, in consultation with the Chief Executive
Officer, the other executive officers’ performance) in light of such goals and objectives;
• setting officers’ compensation levels based on such evaluation and other factors deemed appropriate,
including the Company’s performance and relative stockholder return, the value of incentive awards to
executive officers at comparable companies and the awards given to the Company’s officers in past
years;
• reviewing and approving significant employment agreements, separation and severance agreements,
arrangements or transactions with executive officers, including any arrangements having any
compensatory effect or purpose;
• reviewing and assisting the Board in developing succession plans for executive officers in consultation
with the Chief Executive Officer, other members of the Board and other appropriate management
personnel;
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