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This excerpt taken from the WDC DEF 14A filed Sep 28, 2009. Governance
Committee
Our Board of Directors has affirmatively determined that all
members of the Governance Committee are independent as defined
under the listing standards of the New York Stock Exchange. The
Governance Committee, which (among other things) performs
functions similar to a nominating 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
Governance Committee, the key responsibilities of the Governance
Committee include: (1) developing and recommending to the
Board of Directors a set of corporate governance principles;
(2) evaluating and recommending to the Board of Directors
the size and composition of the Board of Directors and the size,
composition and functions of the committees of the Board of
Directors; (3) developing and recommending to the Board of
Directors a set of criteria for membership;
(4) identifying, evaluating, attracting, and recommending
director candidates for membership on the Board of Directors,
including directors for election at the annual meeting of
stockholders; (5) making recommendations to the Board of
Directors on such matters as the retirement age, tenure and
resignation of directors; (6) managing the Board of
Directors performance review process and reviewing the results
with the Board of Directors on an annual basis;
(7) overseeing the evaluation of the Chief Executive
Officer by the Compensation Committee; and (8) reviewing
and making recommendations to the Board of Directors regarding
proposals of stockholders that relate to corporate governance.
Whenever a vacancy occurs on our Board of Directors, the
Governance Committee is responsible for identifying and
attracting one or more candidates to fill that vacancy,
evaluating each candidate and recommending a candidate for
selection by the full Board of Directors. In addition, the
Governance Committee is responsible for recommending nominees
for election or re-election to the Board of Directors at each
annual meeting of stockholders. The Governance Committee is
authorized to use any methods it deems appropriate for
identifying candidates for Board of Directors membership,
including considering recommendations from incumbent directors
and stockholders. The Governance Committee is authorized to
engage, and during fiscal 2009 did engage, an outside search
firm to identify suitable potential director candidates.
Once a list of potential candidates is collected, the Governance
Committee evaluates the candidates through committee
discussions, the assistance of a third party search firm
and/or
candidate interviews to identify the candidate(s) most likely to
advance the interests of our stockholders. While the Governance
Committee has no specific minimum qualifications in evaluating a
director candidate, the Governance Committee has adopted a
policy regarding critical factors to be considered in selecting
director nominees which include: the nominee’s personal and
professional ethics, integrity and values; the nominee’s
intelligence, judgment, foresight, skills, experience (including
understanding of marketing, finance, our technology and other
elements relevant to the success of a company such as ours) and
achievements, all of which the Governance Committee views in the
context of the overall composition of the Board of Directors;
the absence of any conflict of interest (whether due to a
business or personal relationship) or legal impediment to, or
restriction on, the nominee serving as a director; having a
majority of independent directors on the Board of Directors; and
representation of the long-term interests of the stockholders as
a whole and a diversity of backgrounds and expertise which are
most needed and beneficial to the Board of Directors and to
Western Digital.
Table of Contents
A stockholder may recommend a director candidate to the
Governance Committee by delivering a written notice to our
Secretary at our principal executive offices and including the
following in the notice: (1) the name and address of the
stockholder as they appear on our books or other proof of share
ownership; (2) the class and number of shares of our common
stock beneficially owned by the stockholder as of the date the
stockholder gives written notice; (3) a description of all
arrangements or understandings between the stockholder and the
director candidate and any other person(s) pursuant to which the
recommendation or nomination is to be made by the stockholder;
(4) the name, age, business address and residence address
of the director candidate and a description of the director
candidate’s business experience for at least the previous
five years; (5) the principal occupation or employment of
the director candidate; (6) the class and number of shares
of our common stock beneficially owned by the director
candidate; (7) the consent of the director candidate to
serve as a member of our Board of Directors if elected; and
(8) any other information required to be disclosed with
respect to such director candidate in solicitations for proxies
for the election of directors pursuant to applicable rules of
the Securities and Exchange Commission. The Governance Committee
may require additional information as it deems reasonably
required to determine the eligibility of the director candidate
to serve as a member of our Board of Directors.
The Governance Committee will evaluate director candidates
recommended by stockholders for election to our Board of
Directors in the same manner and using the same criteria as used
for any other director candidate. If the Governance Committee
determines that a stockholder-recommended candidate is suitable
for membership on the Board of Directors, it will include the
candidate in the pool of candidates to be considered for
nomination upon the occurrence of the next vacancy on the Board
of Directors or in connection with the next annual meeting of
stockholders. Stockholders recommending candidates for
consideration by the Board of Directors in connection with the
next annual meeting of stockholders should submit their written
recommendation no later than June 1 of the year of that meeting.
Stockholders who wish to nominate a person for election as a
director in connection with an annual meeting of stockholders
(as opposed to making a recommendation to the Governance
Committee as described above) must deliver written notice to our
Secretary in the manner described in Section 2.11 of our
By-laws and within the time periods set forth on page 5
above in response to the question, “May I propose
actions for consideration at next year’s annual meeting or
nominate individuals to serve as directors?”.
This excerpt taken from the WDC DEF 14A filed Sep 23, 2008. Governance
Committee
Our Board of Directors has affirmatively determined that all
members of the Governance Committee are independent as defined
under the listing standards of the New York Stock Exchange. The
Governance Committee, which (among other things) performs
functions similar to a nominating 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
Governance Committee, the key responsibilities of the Governance
Committee include: (1) evaluating and recommending to the
Board of Directors the size and composition of the Board of
Directors and the size, composition and functions of the
committee of the Board of Directors; (2) developing and
recommending to the Board of Directors a set of criteria for
membership; (3) identifying, evaluating, attracting, and
recommending director candidates for membership on the Board of
Directors, including directors for election at the annual
meeting of stockholders; (4) making recommendations to the
Board of Directors on such matters as the retirement age, tenure
and resignation of directors; (5) managing the Board of
Directors performance
review process and reviewing the results with the Board of
Directors on an annual basis; (6) overseeing the evaluation
of the Chief Executive Officer by the Compensation Committee;
(7) developing and recommending to the Board of Directors a
set of corporate governance principles; and (8) reviewing
and making recommendations to the Board of Directors regarding
proposals of stockholders that relate to corporate governance.
Whenever a vacancy occurs on our Board of Directors, the
Governance Committee is responsible for identifying and
attracting one or more candidates to fill that vacancy,
evaluating each candidate and recommending a candidate for
selection by the full Board of Directors. In addition, the
Governance Committee is responsible for recommending nominees
for election or re-election to the Board of Directors at each
annual meeting of stockholders. The Governance Committee is
authorized to use any methods it deems appropriate for
identifying candidates for Board of Directors membership,
including considering recommendations from incumbent directors
and stockholders. The Governance Committee is authorized to
engage outside search firms to identify suitable candidates, but
did not engage any third party for this purpose during fiscal
2008.
Once a list of potential candidates is collected, the Governance
Committee evaluates the candidates through committee
discussions, the assistance of a third party search firm
and/or
candidate interviews to identify the candidate(s) most likely to
advance the interests of our stockholders. While the Governance
Committee has no specific minimum qualifications in evaluating a
director candidate, the Governance Committee has adopted a
policy regarding critical factors to be considered in selecting
director nominees which include: the nominee’s personal and
professional ethics, integrity and values; the nominee’s
intelligence, judgment, foresight, skills, experience (including
understanding of marketing, finance, our technology and other
elements relevant to the success of a company such as ours) and
achievements, all of which the Governance Committee views in the
context of the overall composition of the Board of Directors;
the absence of any conflict of interest (whether due to a
business or personal relationship) or legal impediment to, or
restriction on, the nominee serving as a director; having a
majority of independent directors on the Board of Directors; and
representation of the long-term interests of the stockholders as
a whole and a diversity of backgrounds and expertise which are
most needed and beneficial to the Board of Directors and to
Western Digital.
A stockholder may recommend a director candidate to the
Governance Committee by delivering a written notice to our
Secretary at our principal executive offices and including the
following in the notice: (1) the name and address of the
stockholder as they appear on our books or other proof of share
ownership; (2) the class and number of shares of our common
stock beneficially owned by the stockholder as of the date the
stockholder gives written notice; (3) a description of all
arrangements or understandings between the stockholder and the
director candidate and any other person(s) pursuant to which the
recommendation or nomination is to be made by the stockholder;
(4) the name, age, business address and residence address
of the director candidate and a description of the director
candidate’s business experience for at least the previous
five years; (5) the principal occupation or employment of
the director candidate; (6) the class and number of shares
of our common stock beneficially owned by the director
candidate; (7) the consent of the director candidate to
serve as a member of our Board of Directors if elected; and
(8) any other information required to be disclosed with
respect to such director candidate in solicitations for proxies
for the election of directors pursuant to applicable rules of
the Securities and Exchange Commission. The Governance Committee
may require additional information as it deems reasonably
required to determine the eligibility of the director candidate
to serve as a member of our Board of Directors.
The Governance Committee will evaluate director candidates
recommended by stockholders for election to our Board of
Directors in the same manner and using the same criteria as used
for any other director candidate. If the Governance Committee
determines that a stockholder-recommended candidate is suitable
for membership on the Board of Directors, it will include the
candidate in the pool of candidates to be considered for
nomination upon the occurrence of the next vacancy on the Board
of Directors or in connection with the next annual meeting of
stockholders. Stockholders recommending candidates for
consideration by the Board of Directors in connection with the
next annual meeting of stockholders should submit their written
recommendation no later than June 1 of the year of that meeting.
Stockholders who wish to nominate a person for election as a
director in connection with an annual meeting of stockholders
(as opposed to making a recommendation to the Governance
Committee as described above) must deliver written notice to our
Secretary within the time periods set forth on page 57
below under “Stockholder Proposals for 2009” and in
the manner further described in Section 2.11 of our Bylaws.
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