Logitech 2011 Annual Report Download - page 90

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The Chairman of the Board is appointed on an annual basis, at the Board meeting coinciding with the
Annual General Meeting of Shareholders. The Secretary of the Board of Directors is also appointed at the same
meeting. As of June 30, 2011, the Secretary was Ms. Catherine Valentine, the Company’s Vice President, Legal and
General Counsel.
Role of the Chairman and of the Chief Executive Officer
As Chairman, Mr. De Luca 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.
The Chief Executive Officer manages the day-to-day operations of Logitech, with the support of the other
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.
The detailed authorities and responsibilities of the Board of Directors, 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.
Lead Independent Director
As appointed by the Board, Mr. Chua serves as Lead Independent Director. The responsibilities of the Lead
Independent Director include chairing meetings of the non-executive directors and serving as the presiding director
in performing such other functions as the Board may direct.
Means by Which the Board of Directors Supervises Executive Officers
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.
• At each regular Board meeting the Chief Executive Officer reports to the Board of Directors on
developments and important issues. The Chief Executive Officer also provides regular updates to the
Board members regarding Logitech’s business between the dates of regular Board meetings.
• The offices of Chairman and Chief Executive Officer are generally separated, to help ensure balance
between leadership of the Board and leadership of the day-to-day management of Logitech.
• Executive officers and other members of senior management, at the invitation of the Board, regularly
attend portions of meetings of the Board and its Committees to report on the financial results of
Logitech, its operations, performance and outlook, and on areas of the business within their
responsibility, including risk management and management information systems, as well as other
business matters. For further information on participation by executive officers and other members of
senior management in Board and Committee meetings please refer to “Board Committees” above.