Logitech 2003 Annual Report Download - page 87

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Each Board Member is elected for a term of 3 years and is re-eligible for election until his seventieth birthday.
Board members may not seek reelection after they have reached 70 years of age, unless the Board of Directors adopts
a resolution to the contrary. The retirement is effective on the date of the next general meeting of shareholders.
Board Committees
The Board has standing Audit, Compensation and Board Compensation Committees to assist the Board in
carrying out its duties. In April 2003, the Board approved the creation of a Nominating Committee for which
membership will be determined at the June 2003 Board meeting. Each of these committees has a written charter
approved by the Board. Their chairs determine the meeting agendas of the Board Committees. The Board
Committee members receive materials in advance of Committee meetings allowing them to prepare for the meeting.
During fiscal 2003, the Board met four times, the Audit Committee met six times, the Compensation Committee
met two times and the Board Compensation Committee met one time. Attendance information at these meetings is as
follows:
Full
Board
Audit
Committee
Compensation
Committee
Board
Compensation
Committee
Daniel Borel 4 n/a n/a 1
Guerrino De Luca 4 n/a n/a 1
Frank Gill 4 6 2 n/a
Kee-Lock Chua 4 6 n/a n/a
Ron Croen 4 n/a 2 n/a
Peter Pfluger 4 5 n/a n/a
Michael Moone(1) 1 n/a 0 n/a
Gary Bengier(1) 2 3 n/a n/a
(1) Mr. Moone and Mr. Bengier have been Board members since June 27, 2002. From that date through March 31,
2003, there were two Board meetings, one Compensation Committee meeting, and four Audit Committee
meetings.
Audit Committee
The Audit Committee assists the Board in monitoring the Company’s financial accounting, controls, planning
and reporting. Among its duties, the Audit Committee:
• reviews the adequacy of the Company’s internal controls;
• reviews the independence, fee arrangements, audit scope, and performance of the Company’s independent
auditors, and recommends the appointment or replacement of independent auditors to the Board of Directors;
• reviews and approves all non-audit work to be performed by the auditors;
• reviews the scope of our internal auditing and the adequacy of the organizational structure and qualifications
of the internal auditing staff;
• reviews, before release, the quarterly results and interim financial data; and
• reviews, before release, the audited financial statements and Operating And Financial Review And Prospects
contained in the Company’s Annual Report on Form 20-F, and recommends that the board of directors
submit these items to the shareholders’ meeting for approval.
In fiscal 2003, the Audit Committee was composed of Frank Gill, Chairman, Kee-Lock Chua, Peter Pfluger, and
Gary Bengier. The Board has determined that each member of the audit committee meets the independence
requirements of the Nasdaq National Market listing standards and the applicable rules and regulations of the SEC. In
addition, the Board has determined that Frank Gill and Gary Bengier are audit committee financial experts as defined
by the applicable rules and regulations of the SEC.
Compensation Committee
The Compensation Committee reviews and recommends to the Board for approval the compensation of
Company officers. The Compensation Committee also has the authority to grant options to employees without
further Board approval. In fiscal 2003, the Compensation Committee consisted of Ronald Croen, Frank Gill and
Michael Moone who each meet the independence requirements of the Nasdaq National Market listing standards. In
addition to its regular meetings, the Committee each month considers for approval option grants to Company
employees by written consent.