Logitech 2011 Annual Report Download - page 81

69
ENglISH
Proposal 9
Re-election of PricewaterhouseCoopers S.A. as Auditors
Proposal
The Board of Directors proposes that PricewaterhouseCoopers S.A. be re-elected as auditors of Logitech
International S.A. for a one-year term.
Explanation
PricewaterhouseCoopers S.A., upon recommendation of the Audit Committee of the Board, is proposed for
re-election for a further year as auditors for Logitech International S.A. PricewaterhouseCoopers S.A. assumed
its first audit mandate for Logitech in 1988. Information on the fees paid by Logitech to PricewaterhouseCoopers
S.A., as well as further information regarding PricewaterhouseCoopers S.A., is set out below under the heading
“Independent Public Accountants” and “Report of the Audit Committee.”
A member of PricewaterhouseCoopers S.A. will be present at the Annual General Meeting, will have the
opportunity to make a statement, and will be available to respond to appropriate questions you may ask.
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.
Recommendation
Our Board of Directors recommends a vote “FOR” the re-election of PricewaterhouseCoopers S.A. as auditors
of Logitech International S.A. for the fiscal year ending March 31, 2012.
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, 2011 and, following the resignation of Gerald Quindlen effective July 27, 2011,
we had nine members of the Board. If each nominee to the Board presented in Proposal 8 is elected the size of the
Board will remain at nine members.
BOARD OF DIRECTORS INDEPENDENCE
Each of our directors other than Daniel Borel and Guerrino De Luca 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 Matthew Bousquette and Richard Laube, the director nominees standing
for re-election at the 2011 Annual General Meeting, each qualifies as independent. 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: