SanDisk 2012 Annual Report Download - page 26

described below under “Director Qualifications;” (4) a representation that each 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 recommending 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 Director nominees to be voted on at an 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 Exchange Act rules and regulations, NASDAQ listing standards, and 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, the number of other company boards on which the candidate serves and
ability to generally fulfill all responsibilities as a Director;
• Willingness to represent and act in the interests of all stockholders of the Company rather than the
interests of a particular group;
• Good health and ability to serve;
• For prospective non-employee Directors, independence under applicable SEC and stock exchange
rules, and the absence of any conflict of interest (whether due to a business or personal relationship) or
legal impediment to, or restriction on, the nominee’s ability to effectively serve as a Director; and
• Willingness to accept the nomination to serve as a Director of the Company.
Other Factors for Potential Consideration.The Nominating and Governance Committee will also consider
the following factors in connection with its evaluation of each prospective nominee:
• Whether the prospective nominee will contribute to the Board’s overall diversity of backgrounds,
skills, perspectives and experiences;
• Whether the nominee possesses the requisite education, training and experience to qualify as
“financially literate” or as an “audit committee financial expert” under applicable SEC and stock
exchange rules;
• The composition of the Board and whether the prospective nominee will add to or complement the
Board’s existing strengths;
• For incumbent Directors standing for re-election, the incumbent Director’s performance during his or
her term, including the number of meetings attended, level of participation and overall contribution to
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