Logitech 2012 Annual Report Download - page 109

• the approval of any expenditure of more than US $10 million not specifically identified in the approved
budgets; and
• the approval of the sale or acquisition, including related borrowings, of the Company’s real estate.
The Board of Directors has delegated the management of the Company to the Chief Executive Officer and
the executive officers, except where Swiss law or the Company’s Articles of Incorporation or Organizational
Regulations (By-Laws) provide differently.
Board Leadership Structure
The Board has since 1997 had a general practice that the positions of Chairman of the Board and Chief
Executive Officer should be held by separate persons as an aid in the Board’s oversight of management. Since
1997, the Chairman has been a former Chief Executive Officer of the Company and has served as a full-time senior
executive. Logitech believes that there are advantages to having a former Chief Executive Officer as Chairman, for
matters such as leadership continuity; day-to-day assistance to and oversight of the Chief Executive Officer and
other executive officers; and facilitating communications and relations between the Board, the Chief Executive
Officer, and other senior management.
Mr. De Luca, the Company’s former Chief Executive Officer and current Chairman, has served in that role
since January 2008. On July 27, 2011, Mr. De Luca assumed the role of acting President and Chief Executive
Officer, in addition to continuing his duties as Chairman, at the request of the Board of Directors. The Board
appointed Bracken Darrell as President as of April 9, 2012, and it is expected that Mr. Darrell will become the Chief
Executive Officer as of January 1, 2013. The Board considers the holding of both the Chairman and Chief Executive
Officer positions by Mr. De Luca as a temporary arrangement, and intends to return to its general practice of the
positions being held by separate persons upon the appointment of the new Chief Executive Officer.
The Chairman of the Board is appointed on an annual basis, at the Board meeting coinciding with the
Annual General Meeting of Shareholders. The Secretary of the Board of Directors is also appointed at the same
meeting. As of June 30, 2012, the Secretary was Ms. Catherine Valentine, the Company’s Vice President, Legal
and General Counsel.
Role of the Chairman and of the Chief Executive Officer
The Chairman assumes a leading role in mid- and long-term strategic planning and the selection of top-level
management, and he supports major transaction initiatives of Logitech.
The Chief Executive Officer manages the day-to-day operations of Logitech, with the support of the other
executive officers. The Chief Executive Officer has, in particular, the following powers and duties:
• defining and implementing short and medium term strategies;
• preparing the budget, which must be approved by the Board of Directors;
• reviewing and certifying the Company’s annual report;
• appointing, dismissing and promoting any employees of Logitech other than executive officers and the
head of the internal audit function;
• taking immediate measures to protect the interests of the Company where a breach of duty is suspected
from executive officers until the Board has decided on the matter;
• carrying out Board resolutions;
• reporting regularly to the Chairman of the Board of Directors on the activities of the business;
• preparing supporting documents for resolutions that are to be passed by the Board of Directors; and
• deciding on issues brought to his attention by executive officers.
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