Logitech 2010 Annual Report Download - page 65

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ENglISH
Explanation
As is customary for Swiss corporations and in accordance with Article 698, subsection 2, item 5 of the Swiss
Code of Obligations, shareholders are requested to release the members of the Board of Directors and the Executive
Officers from liability for their activities during fiscal year 2010. This release excludes liability claims brought by
the Company or shareholders against the members of the Board of Directors or Executive Officers for activities
carried out during fiscal year 2010 relating to facts that have been disclosed to shareholders, except that registered
shareholders that do not vote in favor of the proposal are not bound by the result for a period ending six months
after the vote.
Voting Requirement to Approve Proposal
The affirmative “FOR” vote of a majority of the votes cast in person or by proxy at the Annual General
Meeting, not counting abstentions and not counting the votes of any member of the Board of Directors, any Logitech
executive officers or any votes represented by Logitech.
Recommendation
The Board of Directors recommends a vote “FOR” the proposal to release the members of the Board of
Directors and Executive Officers for liability for activities during fiscal year 2010.
Proposal 6
Elections to the Board of Directors
Our Board of Directors is presently composed of ten members. Each director serves a three-year term, with the
terms of the directors staggered so that not all directors are up for election in any one year. This is a recommended
practice under the Swiss Code of Best Practice for Corporate Governance, in order to help ensure continuity among
the Board.
At the recommendation of the Nominating Committee, the Board has nominated the five individuals below to
serve as directors for the three-year term beginning as of the Annual General Meeting on September 8, 2010. Four
of the nominees currently serve as a member of the Board of Directors. Their current terms expire on the date of
the Annual General Meeting on September 8, 2010.
There will be a separate vote on each nominee.
If any director nominee is unable or unwilling to serve as a nominee at the time of the Annual General
Meeting, registered shareholders at the meeting or represented at the meeting by the Independent Representative or
third parties may vote either for: (1) a substitute nominee designated by the present Board to fill the vacancy; or (2)
another substitute nominee. Under Swiss law Board members may only be appointed by shareholders and so if there
is no substitute nominee and the individuals below are elected the Board will consist of ten members. The Board
has no reason to believe that any of our nominees will be unwilling or unable to serve if elected as a director.
For further information on the Board of Directors, including the current members of the Board, the Committees
of the Board, the means by which the Board exercises supervision of Logitech’s executive officers, and other
information, please see “Corporate Governance and Board of Directors Matters” below.
6.1 Re-election of Mr. Daniel Borel
Proposal: The Board of Directors proposes that Mr. Daniel Borel be re-elected to the Board for a further
three-year term.