Logitech 2011 Annual Report Download - page 87

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ENglISH
ELECTIONS TO THE BOARD OF DIRECTORS
Directors are elected at the Annual General Meeting of Shareholders, upon proposal of the Board of Directors.
The proposals of the Board of Directors are made following recommendations of the Nominating Committee.
Shareholder Recommendations and Nominees
Under our Articles of Incorporation, one or more registered shareholders who together represent shares
representing at least the lesser of (i) one percent of our issued share capital or (ii) an aggregate par value of one
million Swiss francs may demand that an item be placed on the agenda of a meeting of shareholders, including a
nominee for election to the Board of Directors. A request to place an item on the meeting agenda must be in writing,
describe the proposal and be received by our Board of Directors at least 60 days prior to the date of the meeting.
Demands by registered shareholders to place an item on the agenda of a meeting of shareholders should be sent to:
Secretary to the Board of Directors, Logitech International S.A., Rue du Sablon 2-4, 1110 Morges, Switzerland, or
c/o Logitech Inc., 6505 Kaiser Drive, Fremont, CA 94555, USA.
Under the Company’s Articles of Incorporation only registered shareholders are recognized as shareholders
of the company. As a result, beneficial shareholders do not have a right to place an item on the agenda of a meeting,
regardless of the number of shares they hold. For information on how beneficial shareholders may become
registered shareholders, see “Questions and Answers about the Logitech 2011 Annual General Meeting - If I am
not a registered shareholder, can I attend and vote at the meeting?”
If the agenda of a general meeting of shareholders includes an item calling for the election of directors, any
registered shareholder may propose a candidate for election to the Board of Directors before or at the meeting.
The Nominating Committee does not have a policy on consideration of recommendations for candidates to the
Board of Directors from registered shareholders. The Nominating Committee considers it appropriate not to have a
formal policy for consideration of such recommendations because the evaluation of potential members of the Board
of Directors is by its nature a case-by-case process, depending on the composition of the Board at the time, the needs
and status of the business of the Company, and the experience and qualification of the individual. Accordingly,
the Nominating Committee would consider any such recommendations on a case-by-case basis in their discretion,
and, if accepted for consideration, would evaluate any such properly submitted nominee in consideration of the
membership criteria set forth under “Director Qualifications” below. Shareholder recommendations to the Board
of Directors should be sent to the above address.
Board Composition
The Nominating Committee is responsible for reviewing and assessing with the Board the appropriate skills,
experience, and background sought of Board members in the context of our business and the then-current membership
on the Board. The Nominating Committee has not formally established any specific, minimum qualifications that
must be met by each candidate for the Board of Directors or specific qualities or skills that are necessary for one or
more of the members of the Board of Directors to possess. Similarly, the Nominating Committee does not have a
formal policy on considering diversity in identifying candidates for election or re-election to the Board of Directors.
However, we do not expect or intend that each director will have the same background, skills, and experience; we
expect that Board members will have a diverse portfolio of backgrounds, skills, and experiences. One goal of this
diversity is to assist the Board as a whole in its oversight and advice concerning our business and operations.
The review and assessment of Board candidates and the current membership of the Board by the Nominating
Committee and the Board includes numerous diverse factors, such as independence; understanding of and experience
in technology, finance, and marketing; international experience; age; and gender and ethnic diversity. The priorities
and emphasis of the Nominating Committee and of the Board with regard to these factors change from time to time
to take into account changes in Logitech’s business and other trends, as well as the portfolio of skills and experience
of current and prospective Board members.