Logitech 2007 Annual Report Download - page 36

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Compensation Committee
The Compensation Committee reviews and approves or recommends to the Board for approval the
compensation of Executive Officers and Logitech’s compensation policies and programs, including share-based
compensation programs and other incentive-based compensation. Within the guidelines established by the Board
and the limits set forth in the Company’s employee equity plans, the Compensation Committee also has the
authority to grant options to employees other than the Chief Executive Officer without further Board approval.
The Committee is composed of only non-executive, independent Board members.
In fiscal year 2007, the Compensation Committee consisted of Mr. Bousquette, Chairman, Mr. Okamoto and
Ms. Ribar, who each meet the independence requirements of the Nasdaq Stock Market listing standards.
The Compensation Committee met three times in fiscal year 2007, with the Company’s Vice President of
Human Resources participating. All meetings were held in person and lasted approximately one hour and a half.
All Compensation Committee members attended each meeting. In addition to its regular meetings, typically each
month the Committee considers option grants to the Company’s employees for approval by written consent. The
Committee took eight such actions by written consent during fiscal year 2007.
Refer to section 5.1 for information on the Compensation Committee’s criteria and process for evaluating
executive compensation.
Board Compensation Committee
The Board Compensation Committee establishes the compensation of the non-executive Directors. This
committee consists of Mr. Borel, Chairman of the Board, and Mr. De Luca, Logitech’s President and Chief
Executive Officer. The Board Compensation Committee met twice in fiscal year 2007, with the Company’s Vice
President of Human Resources participating in one meeting. Each meeting lasted approximately one hour, and
both Committee members attended both meetings.
Nominating Committee
The Nominating Committee is composed of at least three members, with the Chairman of the Board acting
as chair for this committee and the other two members being non-executive, independent Directors. 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.
The Committee may and typically does retain an executive search firm to assist with the identification and
evaluation of prospective Board nominees based on criteria established by the Committee.
The Nominating Committee consists of Mr. Borel, Chairman, Mr. Bengier and Mr. Chua. Upon the
Committee’s recommendation of nominees for election to the Board of Directors, the nominees are presented to
the full Board. The Nominating Committee met three times in fiscal year 2007, with all Committee members
attending each meeting. All meetings were held in person and lasted approximately one hour.
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