SanDisk 2009 Annual Report Download - page 20

Committee has the express authority to decide whether to retain a compensation consultant to assist in the
evaluation of compensation. If the Compensation Committee decides in its discretion to retain such a firm, the
Board delegates to the Compensation Committee the sole authority to retain and terminate any compensation
consultant engaged to assist in the evaluation of the compensation of the Company’s senior executive officers
(including all of the Named Executive Officers). From time-to-time, management has retained and consulted
with its own outside advisors, including compensation consultants, to assist in analyzing the Company’s peer
group and preparing recommendations to the Compensation Committee regarding compensation programs and
levels.
Compensation Committee Interlocks and Insider Participation
No current member of the Compensation Committee is a current or former executive officer or employee of
the Company or had any relationships requiring disclosure by the Company under the SEC’s rules requiring
disclosure of certain relationships and related-party transactions. None of the Company’s executive officers
served as a director or a member of a compensation committee (or other committee serving an equivalent
function) of any other entity, the executive officers of which served as a director or member of the Compensation
Committee during the fiscal year ended January 3, 2010.
Nominating and Governance Committee
The Nominating and Governance Committee of the Board of Directors (the “Nominating and Governance
Committee”) held five meetings and acted by unanimous written consent once during fiscal 2009. The
Nominating and Governance Committee consists of Directors Marks and Hartenstein. The Nominating and
Governance Committee identifies, considers and recommends Director nominees to be selected by the Board of
Directors for submission to vote at the Company’s annual stockholder meetings and to fill vacancies occurring
between annual stockholder meetings, implements the Board’s criteria for selecting new Directors, develops or
reviews and recommends corporate governance policies for the Board, and oversees the Board’s annual
evaluation process. The Nominating and Governance Committee is also authorized to conduct investigations and
to retain, at the expense of the Company, independent legal, accounting, financial, governance or other
professional consultants selected by the Nominating and Governance Committee, for any matters relating to its
purposes. The Board of Directors adopted a charter for the Nominating and Governance Committee, which was
last reviewed and approved in March 2010. The Board of Directors has determined that each of the members of
the Nominating and Governance Committee is an “independent director” as defined in the NASDAQ
Marketplace Rules.
BOARD LEADERSHIP STRUCTURE AND RISK OVERSIGHT
Board Leadership Structure
Currently, the Company’s Chief Executive Officer, Dr. Harari, also serves as Chairman of the Board. The
Board of Directors believes that Dr. Harari’s service as both Chairman of the Board and Chief Executive Officer
is in the best interest of the Company and its stockholders. Dr. Harari possesses detailed and in-depth knowledge
of the issues, opportunities and challenges facing the Company and its business and is thus best positioned to
develop agendas that ensure that the Board’s time and attention are focused on the most critical matters.
Dr. Harari’s combined role enables decisive leadership, ensures clear accountability, and enhances the
Company’s ability to communicate its message and strategy clearly and consistently to the Company’s
stockholders, employees, customers and suppliers, particularly during times of turbulent economic and industry
conditions.
Mr. Federman serves as the Vice Chairman and Lead Independent Director of the Board. Each of the
directors, other than Dr. Harari, is independent and the independent directors have regular executive sessions.
10