Logitech 2010 Annual Report Download - page 69

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ENglISH
CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS
The Board of Directors is elected by the shareholders and holds the ultimate decision-making authority within
Logitech, except for those matters reserved by law or by Logitech’s Articles of Incorporation to its shareholders or
those that are delegated to the executive officers under the organizational regulations (also known as by-laws). The
Board makes resolutions through a majority vote of the members present at the meetings. In the event of a tie, the
vote of the Chairman decides.
Logitech’s Articles of Incorporation set the minimum number of directors at three. We had ten members of
the Board of Directors as of June 30, 2010. If all nominees to the Board presented in Proposal 6 are elected the size
of the Board will remain at ten.
BOARD OF DIRECTORS INDEPENDENCE
Each of our directors other than Daniel Borel, Guerrino De Luca and Gerald Quindlen qualifies as independent
in accordance with the published listing requirements of Nasdaq and Swiss corporate governance best practices
guidelines. The Board of Directors has determined that the following director nominees standing for election
or reelection at the 2010 Annual General Meeting qualifies as independent: Sally Davis, Neil Hunt and Monika
Ribar. The Nasdaq independence definition includes a series of objective tests, such as that the director is not an
employee of the company and has not engaged in various types of business dealings with the company. In addition,
as further required by Nasdaq rules, the Board has made a subjective determination as to each independent director
that no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. In making these determinations, the directors reviewed
and discussed information provided by the directors and the Company with regard to each director’s business and
personal activities as they may relate to Logitech and Logitech’s management. In particular, the Board considered
the following information in regard to the following directors:
Erh-Hsun Chang. Until April 2006 Mr. Chang served as Logitech’s Senior Vice President, Worldwide
Operations and General Manager, Far East.
Richard Laube. Mr. Laube is an executive officer of Nestlé S.A. Logitech Board member, co-founder and
former Chairman, Daniel Borel, serves as Chairman of the Compensation Committee of Nestlé S.A.
Monika Ribar. Ms. Ribar is the President and Chief Executive Officer of the Panalpina Group, a Swiss freight
forwarding and logistics services provider. In the ordinary course of its business, Logitech utilized the customs
brokerage services of Panalpina in Logitech’s business in the Americas. Logitech paid Panalpina approximately
$450 thousand for these services in fiscal year 2010. The business was awarded to Panalpina as the result of a
competitive bidding process.
In each case, the Board determined that none of these facts or relationships would interfere with the exercise
by Mr. Chang, Mr. Laube or Ms. Ribar of his or her independent judgment in carrying out the responsibilities of a
director.