I. Purposes
The purposes of the Governance Committee (the “Committee”) are to (a) develop and recommend to the Board of Directors (the “Board”) a set of corporate governance principles applicable to the Company, (b) identify individuals qualified to become members of the Board and, consistent with criteria approved by the Board, recommend that the Board select the Director nominees for election at the next annual meeting of stockholders, and (c) oversee the evaluation of the Board and management.
II. Membership
The Committee shall be composed of three or more Directors, all of whom shall be independent Directors as determined by the Board pursuant to the rules of The Nasdaq Stock Market LLC (subject to any exceptions allowed by such rules and any waivers granted by such authorities). The Chair and members of the Committee shall be appointed annually by the Board. Vacancies shall be filled by appointment by the Board, and any member of the Committee may be removed by the Board. The Committee shall have the power and authority to delegate any of its duties or responsibilities herein to a subcommittee comprised of one or more members of the Committee.
III. Meetings
IV. Key Responsibilities
V. Outside Advisors
The Committee shall have the authority to retain such outside counsel, experts and other advisors as it determines appropriate to assist it in the full performance of its functions, including the sole authority to retain and terminate search firms used to identify Director candidates, and to approve any such search firm’s fees and other retention terms.
Approved by Board of Directors: March 6, 2018
I. Purpose
The purpose of the Executive Committee (the "Committee") is to act on behalf of the Board of Directors (the "Board") between Board meetings.
II. Membership
The Committee shall be composed of three or more Directors, a majority of whom shall be independent Directors as determined by the Board pursuant to The NASDAQ Stock Market LLC ("NASDAQ") definition of independence. The Chief Executive Officer shall be the Chair of the Committee. The other members of the Committee shall be appointed annually by the Board on the recommendation of the Governance Committee. Vacancies shall be filled by approval of the Board on the recommendation of the Governance Committee, and any member of the Committee may be removed by the Board.
III. Meetings
IV. Key Responsibilities
The Committee shall have all the authority of the Board, except that it shall not have authority to:
Approved by Board of Directors: February 4, 2015
I. Purposes
The purposes of the Compensation Committee (the “Committee”) are to (a) carry out responsibilities of the Board of Directors (the “Board”) relating to compensation of the Company’s executives and (b) produce the Compensation Committee Report for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations. The Committee shall communicate to the Company’s stockholders the Company’s compensation philosophy, policy and programs.
II. Membership
The Committee shall be composed of three or more Directors, all of whom, in the business judgment of the Board, shall (1) be independent directors as determined pursuant to the rules of The NASDAQ Stock Market LLC (“Applicable Listing Rules”) (subject to any exceptions allowed by such rules and any waivers granted by such authorities), (2) satisfy such additional eligibility requirements for membership on the Committee as may be required from time to time by the Applicable Listing Rules and (3) qualify as “non-employee directors” within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Act”). In order to qualify any compensation as “performance-based” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), at least two members of the Committee must qualify as “outside directors” within the meaning of Section 162(m) of the Code. The Chair and members of the Committee shall be appointed annually by the Board on recommendation of the Governance Committee. Vacancies shall be filled by approval of the Board on recommendation of the Governance Committee, and any member of the Committee may be removed by the Board.
The Committee shall have the power and authority to delegate any of its duties or responsibilities herein to a subcommittee comprised of one or more members of the Committee.
III. Meetings
IV. Key Responsibilities
The foregoing does not limit any authority conferred on the Committee pursuant to the terms of any compensation or benefit plan or, to the extent the Committee is the administrator of any compensation or benefit plan, as the administrator of such plan in accordance with the terms of the plan.
V. Outside Advisors
The Committee may, in its sole discretion after considering such independence factors as may be required by the Applicable Listing Rules or applicable SEC rules, retain or obtain the advice of a compensation consultant, legal counsel or other advisor as it determines necessary or appropriate to assist it in the full performance of its functions, including the sole authority to retain and terminate compensation consultants to assist in the evaluation of Director, CEO or other senior executive compensation. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel or other advisor retained by the Committee, including sole authority to approve the consultant’s, legal counsel’s or advisor’s fees and other retention terms. The Company shall provide appropriate funding, as determined by the Committee, for payment of reasonable compensation to any consultant, legal counsel or other advisor retained by the Committee.
Approved by Board of Directors: February 11, 2016
I. Purposes
The purposes of the Audit Committee (the “Committee”) shall be to:
II. Membership
III. Meetings
IV. Key Responsibilities
1. Independent Accountants
2. Financial Reporting and Reporting Processes
3. Legal and Regulatory Compliance
4. Evaluations; Investigations; Advisers
5. Delegation of Authority
The Committee may form and delegate authority to subcommittees consisting of one or more members when it deems appropriate, including the authority to grant pre-approvals of audit and permitted non-audit and tax services, provided that decisions of such subcommittee to grant pre-approvals shall be reported to the full Committee at its next regularly scheduled meeting.
Approved by Board of Directors: March 6, 2018
Write The Board
*Michael Ray, Secretary
Western Digital Corporation
3355 Michelson Drive, Suite 100
Irvine, CA 92612
*The name of any specific intended Board recipient should be noted in the communication, including whether the communication is intended only for the Company's lead director or non-management directors.