Logitech 2005 Annual Report Download - page 24

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• 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, 2004 and March 31, 2005, the Board met 5 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 2005 executive sessions of the independent Directors were held 5 times.
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 2005, the Audit Committee met 8 times, the Compensation Committee met 2 times, the Board
Compensation Committee met once and the Nominating Committee met 2 times. Attendance information at these
meetings is as follows:
Board of
Directors
Audit
Committee
Compensation
Committee
Board
Compensation
Committee
Nominating
Committee
DanielBorel..................... 5 n/a n/a 1 2
Guerrino De Luca ................ 5 n/a n/a 1 n/a
FrankGill....................... 5 7 2 n/a 2
Kee-LockChua .................. 5 7 n/a n/a n/a
Michael Moone .................. 5 n/a 2 n/a n/a
GaryBengier .................... 5 8 n/a n/a 2
MonikaRibar .................... 3 5 n/a n/a n/a
Shin’ichi Okamoto ................ 3 n/a 1 n/a n/a
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
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