SanDisk 2011 Annual Report Download - page 20

The Company will also provide copies of any charter free of charge to any stockholder who sends a written
request to SanDisk Corporation, Investor Relations, 601 McCarthy Boulevard, Milpitas, CA 95035.
Communications with the Board
The Company encourages stockholder communications with its Board. Individuals may communicate with
the Board by sending an email to the Board’s attention at: [email protected], or by writing to the following
address: Board of Directors, c/o Investor Relations, SanDisk Corporation, 601 McCarthy Boulevard, Milpitas,
CA 95035. Communications that are intended specifically for non-management Directors should be sent to the
attention of the Chair of the Nominating and Governance Committee. The Company will deliver correspondence
to the Board unless the communication is unrelated to the Board’s duties, such as spam, junk mail,
advertisements, mass mailings, solicitations, job inquiries or is otherwise irrelevant.
Board Meetings and Attendance
The Board held seven meetings during fiscal 2011, in addition to taking actions by unanimous written
consent in lieu of a meeting. During fiscal 2011, each member of the Board attended or participated in 75% or
more of the aggregate of (i) the total number of meetings of the Board held during the period for which such
person has been a Director and (ii) the total number of meetings held by all committees of the Board on which
such person served during the period for which such Director served on the Board. The Company encourages
each incumbent Director and each nominee to the Board to attend its Annual Meeting of Stockholders. All of the
Director nominees who were serving as Directors at the time of the 2011 Annual Meeting of Stockholders
attended that meeting.
Audit Committee
The Audit Committee of the Board (the “Audit Committee”) held 11 meetings during fiscal 2011, in
addition to taking actions by unanimous written consent in lieu of a meeting. The Audit Committee, which
currently consists of Directors Federman, Gomo and Lego (Chair), oversees on behalf of the Board the integrity
of the Company’s financial statements and 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 also conducts quarterly reviews with management on the Company’s enterprise
risk assessment and mitigation processes and assists the Board with its oversight and annual review of the
Company’s enterprise risk management. 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 adopted a written charter for the
Audit Committee, which was last reviewed and approved in March 2012. The Board has determined that each
member of the Audit Committee is an “audit committee financial expert” as defined by the SEC. The Board has
also determined that each member of the Audit Committee is an “independent director” as defined by NASDAQ
regulations 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 (the “Compensation Committee”) held 10 meetings during
fiscal 2011, in addition to taking actions by unanimous written consent in lieu of a meeting. The Compensation
Committee, which currently consists of Directors Federman (Chair), DeNuccio and Hu, establishes the general
compensation policies of the Company and reviews and approves compensation of the executive officers of the
Company. In addition, Dr. James D. Meindl, until his retirement from the Board as of the 2011 Annual Meeting
of Stockholders, and Mr. Marks, through mid-March 2012, previously served on the Compensation Committee.
The Board adopted a charter for the Compensation Committee, which was last reviewed and approved in March
2012. The charter requires that the Compensation Committee consist of no fewer than three Directors who satisfy
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