SanDisk 2009 Annual Report Download - page 21

Proxy Statement
Following an executive session of independent directors, one or more of the attending directors may: (1) act as a
liaison between the independent directors and the Chairman regarding any specific feedback or issues;
(2) provide the Chairman with input regarding agenda items for Board and Committee meetings; and
(3) coordinate with the Chairman regarding information to be provided to the independent directors in
performing their duties. The Board believes that this approach appropriately and effectively complements the
current combined Chief Executive Officer/Chairman structure.
Although the Company believes that the combination of the Chairman and Chief Executive Officer roles is
appropriate in the current circumstances, the Company’s Corporate Governance Principles do not establish this
approach as a policy, but as a matter that is considered from time-to-time, including as part of succession
planning for the Chief Executive Officer position.
Under its charter, the Nominating and Governance Committee periodically reviews the performance of the
full Board, which includes the functionality of the Board’s leadership structure. After reviewing the Board’s
performance and annual self-assessments, it has determined that the current practice of combining the Chief
Executive Officer and Chairman positions while simultaneously having a Vice Chairman and Lead Independent
Director of the Board is an appropriate leadership structure for the Company and in the best interest of its
stockholders.
Board Role in Risk Oversight
The Board is actively involved in the oversight of risks that could affect the Company. This oversight is
conducted at the Board level and, where relevant to a committee’s duties, through the committees of the Board.
While the Board and its committees oversee risk management strategy, management is responsible for
implementing and supervising day-to-day risk management processes. We believe this division of risk
management responsibilities is the most effective approach for addressing the risks that the Company faces. The
existing Board leadership structure discussed above encourages communication between management, including
the Chairman of the Board, the Vice-Chairman of the Board/Lead Independent Director and the independent
directors. We believe that this communication improves the Company’s identification and implementation of
effective risk management strategies.
CONSIDERATION OF DIRECTOR NOMINEES
Identifying and Evaluating Nominees for Directors
The Nominating and Governance Committee initiates the process by preparing a slate of potential
candidates who, based on their qualifications and other information available to the Nominating and Governance
Committee, appear to meet the criteria specified below and/or who have specific qualities, skills or experience
being sought (based on input from the full Board). The Nominating and Governance Committee may engage a
third-party search firm or other advisors to assist in identifying prospective nominees. During 2009, the
Nominating and Governance Committee retained Heidrick & Struggles International, Inc. to identify prospective
nominees. The nomination of existing Directors is not automatic, but is based on continuing qualification under
the criteria set forth below and the Corporate Governance Principles of the Company. Under the Company’s
Corporate Governance Principles, the number of officers or employees of the Company serving at any time on
the Board should be limited such that, at all times, a majority of the Directors is “independent” under applicable
SEC and stock exchange rules.
After the Nominating and Governance Committee reviews a nominee’s qualifications and characteristics,
the candidate will be interviewed by at least one member of the Nominating and Governance Committee and by
the Chief Executive Officer. Upon completion of the evaluation process, the Nominating and Governance
Committee shall determine the list of potential candidates to be recommended to the full Board for nomination at
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