Logitech 2004 Annual Report Download - page 93

Download and view the complete annual report

Please find page 93 of the 2004 Logitech annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 135

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135

PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE
OF PROCEEDS
On July 5, 2000, a two-for-one stock split was effected for holders of registered shares and ADSs. At that
time, each ADS represented one-tenth of a registered share.
In August 2001, the Company completed a ten-for-one stock split for shares traded on the Swiss Exchange.
ADSs traded on the Nasdaq National Market were not affected. As a result, the ratio of ten ADSs to one
registered share changed to a new ratio of one ADS to one registered share.
ITEM 15. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report on Form 20-F, the Company carried out an evaluation,
under the supervision and with the participation of its management, including its Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures
as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on this evaluation, the
Company’s Chief Executive Officer and Chief Financial Officer concluded that its disclosure controls and
procedures are effective as of March 31, 2004 to provide reasonable assurance that information required to be
disclosed in filings and submissions under the Exchange Act is recorded, processed, summarized, and reported
within the time periods specified in the SEC’s rules and forms.
Changes in Internal Controls
During the period covered by this report, there have not occurred any changes in the Company’s internal
control over financial reporting that have, or are reasonably likely to materially affect the Company’s internal
control over financial reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
The Committee consists of four non-employee directors, Mr. Bengier, Mr. Chua, Mr. Gill and Mr. Pfluger,
each of whom meets the independence requirements of the Nasdaq National Market listing standards and the
rules and regulations of U.S. Securities and Exchange Commission. The Board affirmatively determined that
Mr. Gill and Mr. Bengier are audit committee financial experts. Refer also to the information in Exhibit 14.1
under Section 3.5 “The Functioning of the Board of Directors — Audit Committee.”
ITEM 16B. CODE OF ETHICS
The Company’s code of ethics policy entitled, “Business Ethics and Conflict of Interest Policy of Logitech
International S.A.,” covers members of the Company’s board of directors and its executive officers (including the
principal executive officer, principal financial officer and controller) as well as all other employees.
The code of ethics addresses, among other things, the following items:
• Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships;
• Full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or
submit to, the Commission and in other public communications made by us;
• Compliance with applicable governmental laws, rules and regulations;
55