Logitech 2011 Annual Report Download - page 92

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Each regularly scheduled quarterly Board meeting lasts a full day to a day and a half and all directors participate
in person except in special individual circumstances. Special meetings of the Board may be held by telephone or
video-conference and the duration of such meetings varies depending on the subject matters considered.
Emergency Resolutions
In case of emergency, the Chairman of the Board may have the power to pass resolutions which would
otherwise be the responsibility of the Board. Decisions by the Chairman of the Board made in this manner are
subject to ratification by the Board of Directors at its next meeting or by way of written consent. No such emergency
resolutions were passed during fiscal year 2011.
Independent Director Sessions
The Board of Directors has adopted a policy of regularly scheduled sessions of Board meetings where the
independent directors meet to consider matters without management or non-independent directors present. During
fiscal year 2011, separate sessions of the independent directors were held three times.
Board Effectiveness
Our Board of Directors performs an annual self-assessment to evaluate its effectiveness in fulfilling its
obligations.
BOARD COMMITTEES
The Board has standing Audit, Compensation, and Nominating Committees and a Committee for Board
Compensation to assist the Board in carrying out its duties. At each quarterly Board meeting each applicable Board
Committee reports to the full Board on the substance of the Committee’s meetings, if any, during the quarter.
Each Committee has a written charter approved by the Board. The chair of each Committee determines the
Committee’s meeting agenda. The Board Committee members receive materials in advance of Committee meetings
allowing them to prepare for the meeting. The Charters of each Board Committee are available on Logitech’s
Investor Relations website at http://ir.logitech.com. Each of the Audit, Compensation and Nominating Committees
has the authority to engage outside experts, advisors and counsel to the extent it considers appropriate to assist the
committee in its work. The members of the committees are identified in the following table.
Director Audit Compensation Nominating Board Compensation
Daniel Borel .......................
Matthew Bousquette ................. XChair
Erh-Hsun Chang .................... X
Kee-Lock Chua ..................... X X
Sally Davis ........................ X X
Guerrino De Luca ................... Chair Chair
Neil Hunt ..........................
Richard Laube ...................... X
Monika Ribar ...................... Chair