Logitech 2012 Annual Report Download - page 113

Audit Committee
The Audit Committee is appointed by the Board to assist the Board in monitoring the Company’s financial
accounting, controls, planning and reporting. It is composed of only non-executive, independent Board members.
Among its duties, the Audit Committee:
• reviews the adequacy of the Company’s internal controls;
• reviews the independence, fee arrangements, audit scope, and performance of the Company’s
independent auditors, and recommends the appointment or replacement of independent auditors to the
Board of Directors;
• reviews and approves all non-audit work to be performed by the independent auditors;
• reviews the scope of Logitech’s internal auditing and the adequacy of the organizational structure and
qualifications of the internal auditing staff;
• reviews, before release, the quarterly results and interim financial data;
• reviews with management and the independent auditors the Company’s major financial risk exposures
and the steps management has taken to monitor and control those exposures, including the Company’s
guidelines and policies with respect to risk assessment and risk management; and
• reviews, before release, the audited financial statements and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” contained in the Company’s annual reporting, and
recommends that the Board of Directors submit these items to the shareholders’ meeting for approval.
The Audit Committee currently consists of Ms. Ribar, Chairperson, Mr. Bousquette, Mr. Chang and Ms.
Davis. The Board of Directors has determined that each member of the Audit Committee meets the independence
requirements of the NASDAQ Stock Market listing standards and the applicable rules and regulations of the SEC.
In addition, the Board has determined that Ms. Ribar and Mr. Bousquette are audit committee financial experts as
defined by the applicable rules and regulations of the SEC.
The Audit Committee met ten times in fiscal year 2012. Five meetings were held in person on the day
prior to the regularly scheduled quarterly Board meeting, for two to four hours, and five were held by telephone,
for approximately an hour. The Committee received reports and presentations before the meetings in order to
allow them time to prepare adequately. At the Committee’s invitation, the Company’s Chief Financial Officer,
Corporate Controller or Acting Corporate Controller, Vice President of Internal Audit and General Counsel or
Associate General Counsel attended each meeting, and representatives from the Company’s independent auditors,
PricewaterhouseCoopers, also attended each meeting except one. Other members of management also participated
in certain meetings. Five meetings also included separate sessions with representatives of the independent auditors
and with the Chief Financial Officer, and four meetings included a separate session with the Vice President of
Internal Audit.
Compensation Committee
The Compensation Committee reviews and approves, or recommends to the Board for approval, the
compensation of executive officers and Logitech’s compensation policies and programs, including share-based
compensation programs and other incentive-based compensation. Within the guidelines established by the Board
and the limits set forth in the Company’s employee equity incentive plans, the Compensation Committee also has
the authority to grant equity incentive awards to employees without further Board approval. The Committee is
composed of only non-executive, independent Board members.
The Compensation Committee currently consists of Mr. Bousquette, Chairman, Mr. Chua, Mr. Hunt and
Mr. Laube. Mr. Hunt joined the Committee as of the Annual General Meeting on September 7, 2011. The Board
of Directors has determined that each member of the Committee meets the independence requirements of the
NASDAQ Stock Market listing standards.
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