Logitech 2006 Annual Report Download - page 44

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The responsibilities of the Lead Independent Director include chairing meetings of the non-executive Directors
and serving as the presiding Director in performing such other functions as the Board may direct.
The Chairman sets the agenda for Board meetings. Any member of the Board of Directors may request that
a meeting of the Board be convened. The Directors receive materials in advance of Board meetings allowing
them to prepare for the handling of the items on the agenda. The Chairman and Chief Executive Officer
recommend Executive Officers who, at the invitation of the Board, attend Board meetings to report on areas of
the business within their responsibility, thereby ensuring that the Board has sufficient information to make
appropriate decisions.
In case of emergency, the Chairman of the Board may have the power to pass resolutions which would
otherwise be the responsibility of the Board. Decisions by the Chairman of the Board in this way are subject to
ratification by the Board of Directors at its next meeting or by way of written consent.
The Chief Executive Officer, Mr. Guerrino De Luca, manages the day-to-day operations of Logitech, with
the support of the Executive Officers. Refer to section 3.6 for a description of the powers and responsibilities of
the Executive Officers. The CEO has, in particular, the following powers and duties:
• defining and implementing short and medium term strategies;
• preparing the budget, which must be approved by the Board of Directors;
• reviewing and certifying the Company’s annual report;
• 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 April 1, 2005 and March 31, 2006, the Board met 5 times, 4 of which were regularly scheduled
meetings and 1 of which was a special meeting. Each regularly scheduled Board meeting lasts a full day and all
directors participate in person except in special individual circumstances. Special meetings of the Board may be
held by telephone or video-conference and the duration of such meetings varies depending on the subject matters
considered. 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 2006 executive sessions of the
independent Directors were held 4 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.
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