Logitech 2006 Annual Report Download - page 43

of one million Swiss francs may demand that the election of directors be placed on the agenda of a meeting and
propose candidates. Such requests must be made in writing and be received by the Board of Directors at least 60
days prior to the date of the meeting. Refer to section 6.4 for more information on Shareholders’ right to place
items on the agenda of a General Meeting of Shareholders.
Each Director is elected for a term of 3 years and is eligible for re-election until their seventieth birthday.
Directors may not seek re-election after they have reached 70 years of age, unless the Board of Directors adopts a
resolution to the contrary. The retirement is effective on the date of the next Annual General Meeting of
Shareholders after the Director reaches 70 years of age. A Director’s term of office as Chairman coincides with
their term of office as a Director. A Director may be indefinitely re-elected as Chairman, subject to the age limit
mentioned above.
Although the Company’s Articles of Incorporation and Organizational Regulations do not explicitly require
this, the terms of office of the Directors are staggered. Consequently, all Directors will not run for re-election at a
single Annual General Meeting.
The year of appointment, remaining term of office and age as of March 31, 2006 for each Director are as
follows:
Name Age
Year First
Appointed Year Current Term Expires
DanielBorel(1) .......................... 56 1988 Annual General Meeting 2007
Guerrino De Luca (1) ...................... 53 1998 Annual General Meeting 2007
FrankGill(2)(4) ......................... 62 1999 Annual General Meeting 2008
Kee-LockChua(2)(3) ..................... 44 2000 Annual General Meeting 2006
Matthew Bousquette (2) .................... 47 2005 Annual General Meeting 2008
GaryBengier(2) .......................... 51 2002 Annual General Meeting 2008
MonikaRibar(2) ......................... 46 2004 Annual General Meeting 2007
Shin’ichi Okamoto (2) ..................... 47 2004 Annual General Meeting 2007
Erh-HsunChang(5) ....................... 56
(1) Executive member of the Board of Directors.
(2) Non-executive member of the Board of Directors.
(3) Mr. Chua’s term expires at the 2006 Annual General Meeting, and he is being presented for re-election to
the Board of Directors at that meeting.
(4) Mr. Gill has informed the Company of his intention to retire from the Board prior to the expiration of his
current term.
(5) Mr. Chang is being presented for election to the Board of Directors at the 2006 Annual General Meeting.
3.5 The Functioning of the Board of Directors
Allocation of Powers and Responsibilities within the Board of Directors. At the last board meeting prior
to each 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,
2006, the Chairman was Mr. Daniel Borel and the Secretary was Ms. Catherine Valentine, Vice President, Legal
and General Counsel. The 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. Gill, Mr. Bousquette,
Mr. Okamoto and Ms. Ribar are independent Directors under the listing standards of the Nasdaq National Market
and under the Swiss Code of Best Practice for Corporate Governance. As appointed by the Board, Frank Gill
serves as the Lead Independent Director. Gary Bengier will replace Mr. Gill as Lead Independent Director upon
Mr. Gill’s resignation from the Board of Directors after the Company’s Annual General Meeting in June 2006.
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LISA