Western Digital 2006 Annual Report Download - page 85

usually determines the membership of these committees at its organizational meeting held immediately after the annual
meeting of stockholders. The following table identifies the current members of the committees:
Director Executive Audit Compensation Governance(1)
Matthew E. Massengill ...................... Chair
Peter D. Behrendt .........................
Kathleen A. Cote .......................... „„
John F. Coyne . . ..........................
Henry T. DeNero .......................... „Chair
William L. Kimsey ......................... „
Michael D. Lambert ........................ Chair
Roger H. Moore. .......................... „„
Thomas E. Pardun ......................... „„Chair(1)
Arif Shakeel..............................
(1) The Chairman of the Governance Committee also serves as our lead outside director and presides at all executive
sessions of non-management directors.
Audit Committee. Our Board of Directors has determined that all members of the Audit Committee are
independent as defined under the listing standards of the New York Stock Exchange and applicable rules of the
Securities and Exchange Commission and that Mr. DeNero is an “audit committee financial expert” as defined by rules of
the Securities and Exchange Commission. The Board of Directors has also determined that Mr. Kimsey’s simultaneous
service on three other public company audit committees will not impair his ability to effectively serve on our Audit
Committee.
The Audit Committee operates pursuant to a written charter that is available on our website under the Governance
section at www.westerndigital.com and is also available in print to any stockholder who delivers a written request to our
Secretary at our principal executive offices. As described in further detail in the written charter of the Audit Committee,
the key responsibilities of the Audit Committee include: (1) sole responsibility for the appointment, compensation,
retention and oversight of our independent accountants and, where appropriate, the termination or replacement of the
independent accountants; (2) an annual evaluation of the independent accountants’ qualifications, performance and
independence, including a review and evaluation of the lead partner; (3) pre-approval of all auditing services and
permissible non-auditing services to be performed by the independent accountants; (4) receipt and review of the reports
from the independent accountants required annually and prior to the filing of any audit report by the independent
accountants; (5) review and discussion with the independent accountants of any difficulties they encounter in the course
of their audit work; (6) establishment of policies for the hiring of any current or former employee of the independent
accountants; (7) review and discussion with management and the independent accountants of our annual and quarterly
financial statements prior to their filing or public distribution; (8) general review and discussion with management of the
presentation and information to be disclosed in our earnings press releases; (9) periodic review of the adequacy of our
accounting and financial personnel resources; (10) periodic review and discussion of our internal control over financial
reporting and review and discussion with our principal internal auditor of the scope and results of our internal audit
program; (11) review and discussion of our policies with respect to risk assessment and risk management; (12) preparation
of the audit committee report included in our proxy statement; (13) establishment of procedures for the receipt, retention
and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and the confi-
dential, anonymous submission of such complaints by company employees; (14) review of material pending legal
proceedings involving us and other material contingent liabilities; and (15) review of any other matters relative to the
audit of our accounts and preparation of our financial statements that the Audit Committee deems appropriate.
Section 16(a) Beneficial Ownership Reporting Compliance.
Under the securities laws of the United States, our directors and officers and persons who beneficially own more than
10% of our common stock must report their initial ownership of our equity securities and any subsequent changes in that
ownership to the Securities and Exchange Commission and the New York Stock Exchange. The Securities and Exchange
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