Logitech 2014 Annual Report Download - page 97

Committee for Board Compensation
The Committee for Board Compensation established the compensation of the non-executive directors
until March 31, 2014. The Committee consisted of Mr. De Luca during its period of activity in fiscal year 2014.
The Committee for Board Compensation met one time in fiscal year 2014. The meeting was held in person and
lasted up to approximately one hour. At the Committee’s invitation, the Company’s Senior Director of Worldwide
Compensation & Benefits attended the meeting. The Committee was terminated as of March 25, 2014 and its
responsibilities were assigned to the Compensation Committee, composed entirely of independent directors.
Nominating Committee
The Nominating Committee is composed of at least three members, with each of the members being non-
executive, independent directors effective as of April 1, 2014. Among its duties, the Nominating Committee:
• evaluates the composition of the Board of Directors and its Committees, determines future requirements
and makes recommendations to the Board of Directors for approval;
• determines on an annual basis the desired Board qualifications and expertise and conducts searches for
potential directors with these attributes;
• evaluates and makes recommendations of nominees for election to the Board of Directors; and
• evaluates and makes recommendations to the Board concerning the appointment of directors to Board
Committees and the selection of Board Committee chairs.
The Nominating Committee may and typically does retain an executive search firm to assist with the
identification and evaluation of prospective Board nominees based on criteria established by the Committee. For
information on the Nominating Committee’s policies with respect to director nominations please see “Elections to
the Board of Directors” above.
The Nominating Committee currently consists of Mr. Chua, Chairman, Mr. Bousquette and Ms. Davis.
Mr. De Luca, who is not an independent director under applicable Nasdaq rules and had been the Chairman of
the Committee, stepped down from the Committee as of March 31, 2014. Mr. Bousquette joined the Committee as
of April 1, 2014. The Board of Directors has determined that Mr. Chua, Mr. Bousquette and Ms. Davis meet the
independence requirements of the Nasdaq Stock Market listing standards. Upon the Committee’s recommendation
of nominees for election to the Board of Directors, the nominees are presented to the full Board. Nominees are then
selected by a majority of the independent members of the Board. The Nominating Committee met five times in
fiscal year 2014. The meetings were held in person or by teleconference and lasted approximately one hour.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Compensation Committee has been an officer or employee of Logitech. None
of our executive officers serves on the board of directors or compensation committee of a company that has an
executive officer that serves on our Board of Directors.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Shareholders may contact the Board of Directors about bona fide issues or questions about Logitech by
sending an email to [e-mail] or by writing the Corporate Secretary at the following address:
Logitech International S.A.
Attn: Corporate Secretary
EPFL - Quartier de l’Innovation
Daniel Borel Innovation Center
1015 Lausanne, Switzerland
All such shareholder communications will be forwarded to the appropriate member or members of the Board
of Directors or, if none is specified, to the Chairman of the Board of Directors.
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