Logitech 2004 Annual Report Download - page 26

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3.5 The Functioning of the Board of Directors
Allocation of Powers and Responsibilities within the Board of Directors. At the first meeting following
the Annual General Meeting of Shareholders, the Board of Directors appoints a Chairman and a Secretary. It is
not mandatory that the Secretary be a member of the Board of Directors or a shareholder. As of March 31, 2004,
the Chairman was Mr. Daniel Borel and the Secretary was Ms. Catherine Valentine, Vice President, Legal and
General Counsel. Logitech’s Board of Directors is responsible for supervising the management of the business
and affairs of the Company.
The Board of Directors has determined that each of Mr. Bengier, Mr. Chua, Mr. Croen, Mr. Gill, Mr. Moone
and Mr. Pfluger are independent Directors under the listing standards of the Nasdaq National Market. Also, in
April 2004, the Board created the position of Lead Independent Director, and appointed Frank Gill as its first
Lead Independent Director. The responsibilities of the Lead Independent Director include chairing meetings of
the non-executive Directors and serving as the presiding Director in performing such other functions as the Board
may direct.
The Chairman sets the agenda for Board meetings. Any member of the Board of Directors may request that
a meeting of the Board be convened. The Directors receive materials in advance of Board meetings allowing
them to prepare for the handling of the items on the agenda. The Chairman and Chief Executive Officer
recommend Executive Officers who, at the invitation of the Board, attend Board meetings to report on areas of
the business within their responsibility, thereby ensuring that the Board has sufficient information to make
appropriate decisions.
In case of emergency, the Chairman of the Board may have the power to pass resolutions which would
otherwise be the responsibility of the Board. Decisions by the Chairman of the Board in this way are subject to
ratification by the Board of Directors at its next meeting or by way of written consent.
The Chief Executive Officer, Mr. Guerrino De Luca, manages the day-to-day operations of Logitech, with
the support of the Executive Officers. Refer to section 3.6 for a description of the powers and responsibilities of
the Executive Officers. The CEO 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.
Between March 31, 2003 and March 31, 2004, the Board met 4 times. Also, the Board of Directors has
adopted a policy of regularly scheduled executive sessions where non-management Directors meet without
management present. During fiscal year 2004 executive sessions of the independent Directors were held 4 times.
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