SanDisk 2009 Annual Report Download - page 28

PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed Ernst & Young LLP as the Company’s independent registered public
accounting firm for the fiscal year ending January 2, 2011, and is asking the Company’s stockholders to ratify
this appointment. The affirmative vote of the holders of a majority of the shares present or represented by proxy
at the Annual Meeting and entitled to vote on this Proposal No. 2 will be required to ratify the appointment of
Ernst & Young LLP.
The Audit Committee and the Board are not required to take any action as a result of the outcome of the
vote on this Proposal No. 2. In the event the stockholders fail to ratify the appointment, the Audit Committee will
reconsider its appointment of Ernst & Young LLP as the Company’s independent registered public accounting
firm for the fiscal year ending January 2, 2011. Even if this appointment is ratified, the Audit Committee, in its
discretion, may direct the appointment of a different independent registered public accounting firm at any time
during the year if the Audit Committee determines that such a change would be in the best interests of the
Company and its stockholders.
Ernst & Young LLP has audited the Company’s financial statements annually since 1991. The Company
expects that representatives of Ernst & Young LLP will be present at the Annual Meeting and that they will have
the opportunity to make a statement if they desire to do so, and respond to appropriate questions from
stockholders.
Principal Accountant Fees and Services
The following is a summary of the Ernst & Young LLP fees incurred by the Company for professional
services rendered during the 2009 and 2008 fiscal years:
2009 2008
Audit Fees (1) .......................................................... $3,144,000 $3,383,000
Audit-Related Fees (2) ................................................... 326,000 185,000
Tax Fees (3) ........................................................... 568,000 543,000
All Other Fees (4) ....................................................... 2,000 6,000
(1) Audit fees consisted of professional services provided in connection with the integrated audit of the
Company’s financial statements including services provided in connection with the annual audit of the
Company’s internal control over financial reporting and review of the Company’s quarterly financial
statements. The fees also include professional services provided for new and existing statutory audits of
subsidiaries or affiliates of the Company.
(2) Audit-related fees consisted primarily of accounting consultations, services provided in connection with
regulatory filings, technical accounting guidance and other attestation services.
(3) Tax fees primarily included tax compliance fees, including expatriate compliance services. Total
compliance fees were $537,000 and $414,000 for fiscal 2009 and 2008, respectively. Tax fees also include
tax advice and tax planning fees of $31,000 and $129,000 for fiscal 2009 and 2008, respectively.
(4) All other fees primarily included online research tools and other services.
All of the fiscal 2009 services described above were pre-approved by the Audit Committee to the extent
required by Section 10A of the Exchange Act. In accordance with Section 10A under the Exchange Act, the
Audit Committee may delegate to any member of the Audit Committee (referred to as the “Audit Committee
Delegate”) the authority to pre-approve services not prohibited by law to be performed by the Company’s
independent registered public accounting firm. The Audit Committee has appointed Ms. Lego as the Audit
18