Logitech 2004 Annual Report Download - page 28

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In fiscal 2004, the Compensation Committee consisted of Ronald Croen, Chairman, Frank Gill and Michael
Moone who each meet the independence requirements of the Nasdaq National Market listing standards. In
addition to its regular meetings, each month the Committee considers for approval option grants to the
Company’s employees by written consent.
Board Compensation Committee
The Board Compensation Committee establishes the compensation of the non-executive Directors. This
committee consists of Daniel Borel, Chairman of the Board, and Guerrino De Luca, Logitech’s President and
Chief Executive Officer.
Nominating Committee
The Nominating Committee is composed of at least 3 members with the Chairman of the Board chairing this
committee. 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.
This Committee consists of Daniel Borel, Chairman of the Board, Gary Bengier, and Frank Gill. Upon the
Committee’s recommendation of nominees for election to the Board of Directors, the nominees are presented to
the full Board.
3.6 Allocation of Powers and Responsibilities between the Board of Directors and Senior Management
The Board of Directors has delegated the management of the Company to the Chief Executive Officer and
the Executive Officers, except where the law or the Company’s Articles of Incorporation or Organizational
Regulations provide differently.
The Board of Directors has the responsibility for the supervision of the management of the Company. In
particular, the Board of Directors has the following non-transferable powers and duties:
• ultimately overseeing the Chief Executive Officer and other Executive Officers and issuing the
necessary guidelines; setting strategic directions, the allocation of resources and Company policy;
• defining the organizational structure;
• overseeing the Company’s financial accounting, controls, planning and reporting;
• appointing and dismissing the Chief Executive Officer and other Executive Officers and assigning their
signatory powers;
• appointing and dismissing the head of the internal audit function;
• reviewing the performance of the Chief Executive Officer and other Executive Officers and ensuring
that the Company remains in compliance with applicable laws, the Articles of Incorporation, the
Organizational Regulations and the guidance from the Board of Directors;
• overseeing the preparation of the annual report, preparing the General Meeting of Shareholders and
carrying out shareholders’ resolutions;
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