Logitech 2007 Annual Report Download - page 37

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Role of Executive Board Members
Mr. Daniel Borel, the Company’s Chairman, and Mr. Guerrino De Luca, the Chief Executive Officer, are
the executive members of the Board of Directors. Mr. Borel assumes a leading role in mid- and long-term
strategic planning and the selection of top-level management, and he supports major transaction initiatives of
Logitech.
Mr. De Luca manages the day-to-day operations of Logitech, with the support of the Executive Officers.
The Chief Executive Officer 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.
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 and control of Company management. In
addition to the non-transferable powers and duties of boards of directors under Swiss law, the Logitech 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;
• the approval of any type of investment or acquisition not included in the approved budgets;
• the approval of any expenditure of more than $10 million not specifically identified in the approved
budgets; and
• the approval of the sale or acquisition, including related borrowings, of the Company’s real estate.
The detailed authorities and responsibilities of the Board of Directors, of the Chief Executive Officer and
the Executive Officers are set out in the Company’s Articles of Incorporation and Organizational Regulations.
Please refer to http://ir.logitech.com for copies of these documents.
3.7 Supervision and Control Instruments
The Board of Directors is regularly informed on developments and issues in Logitech’s business, and
monitors the activities and responsibilities of the Executive Officers in various ways.
• The executive members of the Board, being the Chairman and the Chief Executive Officer, are also
Executive Officers, with other Executive Officers reporting to the Chief Executive Officer. As a result,
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LISA