Logitech 2004 Annual Report Download - page 27

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Board Committees
The Board has standing Audit, Compensation, Board Compensation and Nominating Committees to assist
the Board in carrying out its duties. Each Committee has a written charter approved by the Board. Their chairs
determine the meeting agendas. The Board Committee members receive materials in advance of Committee
meetings allowing them to prepare for the meeting.
In fiscal year 2004, the Audit Committee met 5 times, the Compensation Committee met 2 times, the Board
Compensation Committee met 2 times and the Nominating Committee met 2 times. Attendance information at
these meetings is as follows:
Name
Board of
Directors
Audit
Committee
Compensation
Committee
Board
Compensation
Committee
Nominating
Committee
DanielBorel..................... 4 n/a n/a 2 2
Guerrino De Luca ................ 4 n/a n/a 2 n/a
FrankGill....................... 3 5 2 n/a 2
Kee-LockChua .................. 4 5 n/a n/a n/a
RonCroen ...................... 4 n/a 2 n/a n/a
Peter Pfluger .................... 4 5 n/a n/a n/a
Michael Moone .................. 4 n/a 2 n/a n/a
GaryBengier .................... 4 5 n/a n/a 2
Audit Committee
The Audit Committee assists the Board in monitoring the Company’s financial accounting, controls,
planning and reporting. Among its duties, the Audit Committee:
• reviews the adequacy of the Company’s internal controls;
• reviews the independence, fee arrangements, audit scope, and performance of the Company’s
independent auditors, and recommends the appointment or replacement of independent auditors to the
Board of Directors;
• reviews and approves all non-audit work to be performed by the independent auditors;
• reviews the scope of Logitech’s internal auditing and the adequacy of the organizational structure and
qualifications of the internal auditing staff;
• reviews, before release, the quarterly results and interim financial data; and
• reviews, before release, the audited financial statements and “Operating and Financial Review and
Prospects” contained in the Company’s Annual Report on Form 20-F, and recommends that the Board
of Directors submit these items to the shareholders’ meeting for approval.
In fiscal 2004, the Audit Committee was composed of Frank Gill, Chairman, Gary Bengier, Kee-Lock Chua,
and Peter Pfluger. The Board of Directors has determined that each member of the Audit Committee meets the
independence requirements of the Nasdaq National Market listing standards and the applicable rules and
regulations of the SEC. In addition, the Board has determined that Frank Gill and Gary Bengier are audit
committee financial experts as defined by the applicable rules and regulations of the SEC.
Compensation Committee
The Compensation Committee reviews and recommends to the Board for approval the compensation of
Executive Officers. Within the guidelines established by the Board and the limits set out in the 1996 Stock Plan,
the Compensation Committee also has the authority to grant options to employees other than the Chief Executive
Officer without further Board approval.
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