SanDisk 2011 Annual Report Download - page 30

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 December 30, 2012, 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 is 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 December 30, 2012. 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 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 2012 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 fees incurred by the Company from Ernst & Young LLP for professional
services rendered during fiscal 2011 and 2010:
2011 2010
Audit Fees (1) .......................................................... $2,914,000 $2,664,000
Audit-Related Fees (2) ................................................... 415,000 486,000
Tax Fees (3) ............................................................ 1,206,000 679,000
All Other Fees (4) ....................................................... 2,000 2,000
Total ............................................................ $4,537,000 $3,831,000
(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 included 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 includes tax advice, tax planning and tax compliance fees. Total tax advice and tax planning fees
were $845,000 and $185,000 for fiscal 2011 and 2010, respectively. Total compliance fees, including
expatriate compliance services, were $361,000 and $494,000 for fiscal 2011 and 2010, respectively.
(4) All other fees primarily included online research tools and other services.
All of the fiscal 2011 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 of the Exchange Act, the Audit
Committee may delegate to any member of the Audit Committee (referred to as the “Audit Committee
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