Logitech 2012 Annual Report Download - page 112

BOARD COMMITTEES
The Board has standing Audit, Compensation, and Nominating Committees and a Committee for Board
Compensation to assist the Board in carrying out its duties. At each quarterly Board meeting each applicable Board
Committee reports to the full Board on the substance of the Committee’s meetings, if any, during the quarter.
Each Committee has a written charter approved by the Board. The chair of each Committee determines the
Committee’s meeting agenda. The Board Committee members receive materials in advance of Committee meetings
allowing them to prepare for the meeting. The Charters of each Board Committee are available on Logitech’s
Investor Relations website at http://ir.logitech.com. Each of the Audit, Compensation and Nominating Committees
has the authority to engage outside experts, advisors and counsel to the extent it considers appropriate to assist the
Committee in its work. The members of the Committees are identified in the following table.
Director Audit Compensation Nominating
Board
Compensation
Daniel Borel .......................
Matthew Bousquette ................. XChair
Erh-Hsun Chang .................... X
Kee-Lock Chua ..................... X X
Sally Davis ........................ X X
Guerrino De Luca ................... Chair Chair
Neil Hunt .......................... X
Richard Laube ...................... X
Monika Ribar ...................... Chair
Attendance at Board, Committee and Annual Shareholders’ Meetings
In fiscal year 2012 the Board met twelve times, seven of which were regularly scheduled meetings. In addition,
the Audit Committee met ten times, the Compensation Committee met seven times, the Nominating Committee
met two times and the Committee for Board Compensation met once. In addition to its meetings, the Board took
two actions for approval by consent during fiscal year 2012. We expect each director to attend each meeting of the
Board and the Committees on which he or she serves, and also expect them to attend the Annual General Meeting
of shareholders. Each director attended the 2011 Annual General Meeting. All directors attended at least 75% of the
meetings of the Board and the Committees on which he or she served. Detailed attendance information for Board
and Board Committee meetings during fiscal year 2012 is as follows:
Board of
Directors
Audit
Committee
Compensation
Committee
Nominating
Committee
Committee for
Board
Compensation
# of meetings held ................... 12 10 7 2 1
Daniel Borel ....................... 9
Matthew Bousquette ................. 11 10 7
Erh-Hsun Chang .................... 11 9
Kee-Lock Chua ..................... 12 7 2
Sally Davis ........................ 11 10 2
Guerrino De Luca ................... 12 2 1
Neil Hunt(1) ........................ 12 2
Richard Laube ...................... 10 7
Monika Ribar ...................... 11 10
(1) Mr. Hunt joined the Compensation Committee as of the Annual General Meeting on September 7, 2011, and
attended both of the Compensation Committee meetings that were held after that date. Prior to joining the
Compensation Committee, he attended two of the Committee meetings as an observer.
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