SanDisk 2009 Annual Report Download - page 22

the annual meeting or to fill any vacancy on the Board. The Board of Directors will select the slate of nominees,
including any nominee to fill a vacancy, only from candidates screened and approved by the Nominating and
Governance Committee.
Stockholder-Recommended Nominees
The Nominating and Governance Committee considers recommendations for Director nominees that are
properly submitted by stockholders. In evaluating the recommended nominees (“Recommended Candidates”),
the Nominating and Governance Committee seeks to achieve a balance of knowledge, experience and capability
on the Board and to address the membership criteria set forth under “Identifying and Evaluating Nominees and
Directors” and “Director Qualifications.”
In order to be properly submitted, recommendations of Recommended Candidates must be timely sent to the
Chair of the Nominating and Governance Committee, c/o SanDisk Corporation, 601 McCarthy Boulevard,
Milpitas, CA 95035. The recommendation must include the following written materials: (1) all information
relating to the Recommended Candidate that is required to be disclosed pursuant to Regulation 14A under the
Exchange Act (including, with respect to the Recommended Candidate, such person’s written consent to being
named in the proxy statement as a nominee and, such person’s written consent to serving as a Director if elected);
(2) the name(s) and address(es) of the recommending stockholder(s) and the amount of the Company’s securities
owned beneficially and of record by such stockholder(s); (3) appropriate biographical information (including a
business address and a telephone number) and a statement as to the Recommended Candidate’s qualifications,
with a focus on the criteria described below under “Director Qualifications;” (4) a representation that the
recommending stockholder is a holder of record of stock of the Company entitled to vote on the date of
submission of such written materials; and (5) any material interest of the stockholder in the recommended
nomination.
If the Recommended Candidate is intended to be considered by the Nominating and Governance Committee
for recommendation to the Board for the slate of Directors to be voted on at the Company’s annual meeting of
stockholders, the written materials must be submitted within the time permitted for submission of a stockholder
proposal for inclusion in the Company’s proxy statement for the subject annual meeting and such submission
must also comply with the provisions for stockholder proposals set forth in the Company’s Bylaws. For all other
vacancies, the written materials must be submitted at least 30 days prior to the time that the Nominating and
Governance Committee meets to consider candidates for any vacancy.
Director Qualifications
The Nominating and Governance Committee has established the following minimum criteria for evaluating
prospective Board candidates:
• Reputation for integrity, strong moral character and adherence to high ethical standards;
• Holds or has held a generally recognized position of leadership in the community and/or chosen field
of endeavor, and has demonstrated high levels of accomplishment;
• Demonstrated business acumen and experience, and ability to exercise sound business judgment in
matters that relate to the current and long-term objectives of the Company;
• Ability to read and understand basic financial statements and other financial information pertaining to
the Company;
• Commitment to understand the Company and its business, industry and strategic objectives;
• Commitment and ability to regularly attend and participate in meetings of the Board of Directors,
Board Committees and stockholders, the number of other company boards on which the candidate
serves and ability to generally fulfill all responsibilities as a Director;
12