Logitech 2012 Annual Report Download - page 111

The largest risk in any business typically is that the products and services it offers will not be met by customer
demand, because of poor strategy, poor execution, lack of competitiveness, or some combination of these or other
factors. The Board implements its risk oversight responsibilities, at the highest level, through regular reviews of
the Company’s business, product strategy and competitive position, and through management and organizational
reviews, evaluations and succession planning.
Within the broad strategic framework established by the Board, management is responsible for identifying risk
and risk controls related to significant business activities; mapping the risks to company strategy; and developing
programs and recommendations to determine the sufficiency of risk identification, the balance of potential risk to
potential reward and the appropriate manner in which to control risk.
The Board’s risk oversight role is implemented at the full Board level, and also in individual Board
Committees. The full Board receives specific reports on enterprise risk management, in which the identification
and control of risk are the primary topics of the discussion. Presentations and other information for the Board and
Board Committees generally identify and discuss relevant risk and risk control; and the Board members assess and
oversee the risks as a part of their review of the related business, financial, or other activity of the Company. The
Compensation Committee oversees issues related to the design and risk controls of compensation programs. The
Audit Committee oversees issues related to internal control over financial reporting and Logitech’s risk tolerance
in cash-management investments. The Board’s role in oversight does not have a direct impact on the Board’s
leadership structure, which is discussed above.
Board Meetings
The Chairman sets the agenda for Board meetings, in coordination with the Chief Executive Officer. Any
member of the Board of Directors may request that a meeting of the Board be convened. The directors receive
materials in advance of Board meetings allowing them to prepare for the handling of the items on the agenda.
The Chairman and Chief Executive Officer recommend executive officers or other members of senior
management who, at the invitation of the Board, attend portions of each quarterly Board meeting to report on
areas of the business within their responsibility. Infrequently, the Board may also receive reports from external
consultants such as executive search or succession experts or outside legal experts to assist the Board on matters it
is considering.
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. Additional 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 2012.
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 2012, separate sessions of the independent directors were held five times.
Board Effectiveness
Our Board of Directors performs an annual self-assessment to evaluate its effectiveness in fulfilling
its obligations.
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