SanDisk 2012 Annual Report Download - page 49

Proxy Statement
independent registered public accounting firm. The Audit Committee has appointed Ms. Lego as the Audit
Committee Delegate and, as such, Ms. Lego reports any decision to pre-approve permissible services to the full
Audit Committee at its next regular meeting. In addition, from time to time, the Audit Committee has adopted
and/or revised a Pre-Approval Policy under which particular services or categories of services are pre-approved,
subject to certain specified maximum dollar amounts. Such pre-approval is generally granted for a term of twelve
(12) months from the date of pre-approval and automatically renews at the end of the one (1) year period unless
revoked or revised by the Audit Committee.
The Audit Committee has concluded that the provision of the audit-related services, tax services and other
non-audit services identified above is compatible with Ernst & Young LLP’s independence.
Required Vote
The affirmative vote of the holders of a majority of the shares present in person or represented by proxy at
the Annual Meeting and entitled to vote on Proposal No. 3 is required to ratify the appointment of Ernst & Young
LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 29,
2013.
Recommendation of the Board of Directors
The Board believes that Proposal No. 3 is in the Company’s best interests and the best interests of its
stockholders and unanimously recommends a vote FOR the ratification of the appointment of Ernst &
Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year
ending December 29, 2013.
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