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Committees
Our Board of Directors has standing Executive, Audit, Compensation and Governance Committees. The
Governance Committee, among other things, performs functions similar to a nominating committee. Our Board
of Directors 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
Kathleen A. Cote . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Henry T. DeNero . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Chair
William L. Kimsey . . . . . . . . . . . . . . . . . . . . . . . . . . .
Michael D. Lambert . . . . . . . . . . . . . . . . . . . . . . . . . .
Chair
Len J. Lauer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Matthew E. Massengill . . . . . . . . . . . . . . . . . . . . . . . .
Stephen D. Milligan . . . . . . . . . . . . . . . . . . . . . . . . . .
Chair
Roger H. Moore . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thomas E. Pardun(1) . . . . . . . . . . . . . . . . . . . . . . . . .
Chair
Arif Shakeel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Akio Yamamoto . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Masahiro Yamamura . . . . . . . . . . . . . . . . . . . . . . . . . .
(1) Mr. Pardun is our current Chairman of the Board. Mr. Pardun is an independent director under the listing
standards of the NASDAQ Stock Market and presides at all executive sessions of our non-management,
independent directors.
Executive Committee
Committee Composition and Responsibilities.
The Executive Committee operates pursuant to a written
charter that is available on our website under the Investor Relations section at investor.wdc.com. As described in
further detail in the written charter of the Executive Committee, between meetings of our Board of Directors, the
Executive Committee may exercise all of the powers of our Board of Directors (except those powers expressly
reserved to the Board of Directors or to another committee by applicable law or the rules and regulations of the
Securities and Exchange Commission or the NASDAQ Stock Market) in the management and direction of the
business and conduct of the affairs of the company, subject to any specific directions given by the Board of
Directors.
Audit Committee
Committee Composition and Responsibilities.
Our Board of Directors has affirmatively determined that all
members of the Audit Committee are independent as defined under the listing standards of the NASDAQ Stock
Market and applicable rules of the Securities and Exchange Commission and all members are "audit committee
financial experts" as defined by rules of the Securities and Exchange Commission. Although Mr. Shakeel served
as our Chief Executive Officer more than six years ago and may not be considered independent by certain
shareholder advisory firms, our Board of Directors believes that it is nonetheless appropriate and in the best
interests of the company and its stockholders for Mr. Shakeel to serve on the Audit Committee. Mr. Shakeel, who
is considered an independent director under the listing standards of the NASDAQ Stock Market, has over 25
years of experience in our industry, including executive-level experience overseeing operations and finance
functions. Our Board of Directors believes that his extensive experience in the industry and understanding of the
finance function can provide significant value to the Audit Committee. The Audit Committee operates pursuant
to a written charter that is available on our website under the Investor Relations section at investor.wdc.com. 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 registered public accounting firm and, where appropriate, the termination or replacement of the
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