Logitech 2007 Annual Report Download - page 34

(4) Mr. Okamoto will retire from the Board at the expiration of his current term.
(5) Ms. Davis and Mr. Malcolm are being presented for election to the Board of Directors at the 2007 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,
2007, the Chairman was Mr. Daniel Borel and the Secretary was Ms. Catherine Valentine, the Company’s Vice
President, Legal and General Counsel. The Board of Directors is responsible for supervising the management of
the business and affairs of the Company.
As appointed by the Board, Mr. Bengier serves as Lead Independent Director. 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 or other members of senior
management who, at the invitation of the Board, attend portions of each quarterly Board meeting to report on
areas of the business within their responsibility, thereby ensuring that the Board has sufficient information to
make appropriate decisions. Infrequently, the Board may also receive reports from external consultants such as
executive search or succession experts or outside legal experts to assist the Board on matters it is considering.
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 made in this manner are
subject to ratification by the Board of Directors at its next meeting or by way of written consent.
Between April 1, 2006 and March 31, 2007, the Board met five times, four of which were regularly
scheduled quarterly meetings and one of which was a special meeting. Each regularly scheduled quarterly 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.
The Board of Directors has adopted a policy of regularly scheduled executive sessions where the
independent Directors meet in closed session to consider matters without management or non-independent
Directors present. During fiscal year 2007, executive sessions of the independent Directors were held four 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.
The Charters of each Board Committee are available on Logitech’s Investor Relations website at http://
ir.logitech.com.
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