Logitech 2004 Annual Report Download - page 25

3.3 Cross Involvement
Peter Pfluger served as an executive officer of the Phonak Hearing Systems Group from 1997 to April 2002.
Daniel Borel, the Chairman of the Company’s Board of Directors, is a member of the Board of Directors of
Phonak Holding Ltd., the parent company of the Phonak Hearing Systems Group. Also, both Mr. Borel and
Ms. Ribar are members of the Board of Directors of Julius Baer Holding Ltd. and Bank Julius Baer & Co. Ltd.,
the Swiss parent company and the Swiss banking subsidiary of the Julius Baer banking group.
3.4 Elections and Terms of Office
Directors are elected at the Annual General Meeting of Shareholders, upon proposal of the Board of
Directors. The proposals of the Board of Directors are made following recommendations of the Nominating
Committee. Refer to section 3.5 for more information on the Company’s Nominating Committee. If the agenda
of a General Meeting of Shareholders includes an item calling for the election of directors, any shareholder may
propose a candidate for election to the Board at the meeting. Also, one or more shareholders who together
represent shares having an aggregate par value of one million Swiss francs may demand that the election of
directors be placed on the agenda of a meeting and propose candidates. Such requests must be made in writing
and be received by the Board of Directors at least 60 days prior to the date of the meeting. Refer to section 6.4 for
more information on Shareholders’ right to place items on the agenda of a General Meeting of Shareholders.
Each Director is elected for a term of 3 years and is eligible for re-election until their seventieth birthday.
Directors may not seek re-election 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 Annual General Meeting of
Shareholders after the Director reaches 70 years of age. A Director’s term of office as Chairman coincides with
their term of office as a Director. A Director may be indefinitely re-elected as Chairman, subject to the age limit
mentioned above.
Although the Company’s Articles of Incorporation and Organizational Regulations do not explicitly require
this, the terms of office of the Directors are staggered. Consequently, all Directors will not run for re-election at a
single Annual General Meeting.
The year of appointment, remaining term of office and age as of March 31, 2004 for each Director are as
follows:
Name Age
Year First
Appointed Year Current Term Expires
DanielBorel(1) .......................... 54 1988 Annual General Meeting 2004
Guerrino De Luca (1) ...................... 51 1998 Annual General Meeting 2004
FrankGill(2) ............................ 60 1999 Annual General Meeting 2005
Kee-LockChua(2) ....................... 42 2000 Annual General Meeting 2006
RonCroen(2)(3) ......................... 49 2001 Annual General Meeting 2004
Peter Pfluger (2)(3) ....................... 50 2001 Annual General Meeting 2004
Michael Moone (2) ....................... 57 2002 Annual General Meeting 2005
GaryBengier(2) ......................... 49 2002 Annual General Meeting 2005
MonikaRibar ............................ 44 (4)
Shin’ichi Okamoto ........................ 45 (4)
(1) Executive member of the Board of Directors.
(2) Non-executive member of the Board of Directors.
(3) Mr. Croen and Mr. Pfluger’s terms expire at the 2004 Annual General Meeting and they are not being
presented for re-election to the Board of Directors.
(4) Ms. Ribar and Mr. Okamoto are being presented for election to the Board of Directors at the 2004 Annual
General Meeting.
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