Logitech 2003 Annual Report Download - page 178

CG-3
conversion price of CHF 62.4 (US $46.05) per share. Early redemption is permitted at any time at the accreted
redemption amount, subject to certain requirements.
The Board of Directors and its committees
The Board of Directors is elected by the shareholders and holds the ultimate decision making authority of the
Company, except for those matters reserved by law or by the Company’s Articles of Incorporation to its shareholders.
The Board makes resolutions through a majority vote of the members present at the meetings. In the event of a tie,
the vote of the chairman will decide.
The Company's Articles of Incorporation set the minimum number of directors at three. The Company has eight
directors as of May 1, 2003. Directors are elected by the shareholders at a shareholders meeting for a term of three
years. The Board has appointed executive officers to manage the day-to-day activities of the Company.
The Functioning of the Board
Logitech’s Board of Directors is responsible for supervising the management of the business and affairs of
the Company. In particular, the primary functions of the Board are:
• setting strategic direction of the Company;
• overseeing the Company’s financial accounting, controls, planning and reporting;
• reviewing the performance of the Chief Executive Officer and other executive officers of the Company;
• ensuring that the Company remains in compliance with applicable laws, the Articles of Incorporation and
guidance from the Board;
• defining the organizational structure;
• approving the annual report, the financial statements, the consolidated financial statements and the proposal
to the shareholders for the appropriation of available earnings;
• approving the agenda for the shareholders’ meeting and convenes the meeting;
• appointing and dismissing the Chief Executive Officer and the members of the management team and
assigning their signatory power;
• making resolutions regarding the payment of non fully paid-in shares; and
• informing the judge in case of involvency of the Company.
The Chairman sets the agenda for Board meetings. Any member of the Board may request that a meeting of the
Board be convened. The Directors receive materials in advance of Board meetings allowing them to prepare for the
handling of the items on the agenda. The Chairman and Chief Executive Officer recommends members of senior
management who, at the invitation of the Board, attend Board meetings to report on areas of the business within their
responsibility, thereby ensuring that the Board has sufficient information to make appropriate decisions.
The following table sets forth certain information concerning our Board of Directors:
Name Age Position Nationality
Year First
Appointed Year Current Term Expires
Daniel Borel 53 Chairman of the Board Swiss 1988 Annual General Meeting 2004
Guerrino De Luca 50 President and Chief
Executive Officer
,
Directo
r
Italian 1998 Annual General Meeting 2004
Frank Gill (2) (3) 59 Director American 1999 Annual General Meeting 2005
Kee-Lock Chua (1) (3) 42 Director Singaporean 2000 Annual General Meeting 2003
Ron Croen (2) 49 Director American 2001 Annual General Meeting 2004
Peter Pfluger (3) 49 Director Swiss 2001 Annual General Meeting 2004
Michael Moone(2) 56 Director American 2002 Annual General Meeting 2005
Gary Bengier (3) 48 Director American 2002 Annual General Meeting 2005
(1) Mr. Chua is being presented for re-election to the Board of Directors in June 2003.
(2) Member of the Compensation Committee.
(3) Member of the Audit Committee.
There are no agreements providing for the payment of any consideration to any non-executive Board
member upon termination of his services with the Company.