Logitech 2006 Annual Report Download - page 46

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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, 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 supervision of Company management. In particular, the
Board of Directors has the following non-transferable powers and duties:
• determining strategic objectives, the allocation of resources and Company policy;
• determining the organizational structure;
• establishing accounting and financial control principles; 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;
• exercising the ultimate supervision 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;
• informing the appropriate authorities in the event of insolvency of the Company; and
• making resolutions regarding the payment of non fully paid-in shares.
The Board of Directors also has the following responsibilities:
• the signatory power of its members;
• the approval of the budget submitted by the Chief Executive Officer;
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