Logitech 2013 Annual Report Download - page 41

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 ................. X Chair
Erh-Hsun Chang .................... X
Kee-Lock Chua ..................... X X
Sally Davis ........................ X X
Guerrino De Luca ................... Chair Chair
Didier Hirsch ...................... X
Neil Hunt .......................... X
Monika Ribar ...................... Chair
Attendance at Board, Committee and Annual Shareholders’ Meetings
In fiscal year 2013 the Board met fourteen times, eight of which were regularly scheduled meetings. In
addition, the Audit Committee met eight times, the Compensation Committee met five times, the Nominating
Committee met one time, and the Committee for Board Compensation met two times. In addition to its meetings,
the Board took five actions for approval by written consent during fiscal year 2013. 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 2012 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 2013 is as follows:
Board of
Directors
Audit
Committee
Compensation
Committee
Nominating
Committee
Committee for
Board
Compensation
# of meetings held .................. 14 8 5 1 2
Daniel Borel....................... 12
Matthew Bousquette ................ 14 8 5
Erh-Hsun Chang ................... 14 8
Kee-Lock Chua .................... 14 5 1
Sally Davis........................ 13 8 1
Guerrino De Luca .................. 14 1 2
Didier Hirsch(1) ..................... 9 3
Neil Hunt ......................... 14 5
Richard Laube(2) .................... 4 3
Monika Ribar...................... 14 8
(1) Mr. Hirsch joined the Board and the Audit Committee as of the Annual General Meeting on September 5, 2012,
and attended all nine of the Board meetings and three of the four Audit Committee meetings that were
held after that date. Prior to joining the Audit Committee, he attended one of the Committee meetings as
an observer.
PROX Y STATEMENT
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