Logitech 2006 Annual Report Download - page 118

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PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE
OF PROCEEDS
On July 5, 2000, a two-for-one stock split was effected for holders of registered shares and ADSs. At that
time, each ADS represented one-tenth of a registered share.
In August 2001, the Company completed a ten-for-one stock split for shares traded on the SWX Swiss
Exchange. ADSs traded on the Nasdaq National Market were not affected. As a result, the ratio of ten ADSs to
one registered share changed to a new ratio of one ADS to one registered share.
On June 30, 2005, a two-for-one stock split was effected for holders of registered shares and ADSs.
ITEM 15. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report on Form 20-F, the Company carried out an evaluation,
under the supervision and with the participation of its management, including its Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures
as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended. Based on this
evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that its disclosure
controls and procedures are effective as of March 31, 2006 to provide reasonable assurance that information
required to be disclosed in filings and submissions under the Exchange Act is recorded, processed, summarized,
and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Controls
During the period covered by this report, no changes in the Company’s internal control over financial
reporting have occurred that materially affected, or are reasonably likely to materially affect, the Company’s
internal control over financial reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
The Audit Committee of the Board of Directors consists of four non-employee directors, Mr. Gary Bengier,
Mr. Kee-Lock Chua, Mr. Frank Gill and Ms. Monika Ribar, each of whom meets the independence requirements
of the Nasdaq National Market listing standards and the rules and regulations of U.S. Securities and Exchange
Commission. The Board affirmatively determined that Mr. Gill, Mr. Bengier and Ms. Ribar are audit committee
financial experts. Refer also to the information in Exhibit 15.1 under Section 3.5 “The Functioning of the Board
of Directors – Audit Committee.”
ITEM 16B. CODE OF ETHICS
The Company’s code of ethics policy entitled, “Business Ethics and Conflict of Interest Policy of Logitech
International S.A.,” covers members of the Company’s board of directors and its executive officers (including the
principal executive officer, principal financial officer and controller) as well as all other employees.
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