SanDisk 2011 Annual Report Download - page 25

Proxy Statement
After the Nominating and Governance Committee reviews a nominee’s qualifications and characteristics, a
new 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 determines the list of potential candidates to be recommended to the full Board for nomination at the
annual meeting or to fill any vacancy on the Board. The Board 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 considers the membership criteria set forth under “Identifying and Evaluating Nominees for
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 applicable Exchange Act
rules and regulations and the Company’s Bylaws (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 annual meeting of the
Company’s 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 must
also comply with the provisions for stockholder proposals set forth in the Company’s Bylaws.
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, Board
Committees and stockholders, and ability to generally fulfill all responsibilities as a Director;
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