Logitech 2012 Annual Report Download - page 114

The Compensation Committee met seven times in fiscal year 2012. At the Committee’s invitation, the
Company’s Vice President of Worldwide Human Resources and the Senior Director of Worldwide Compensation &
Benefits attended each meeting, and the Committee’s independent advisor from Radford Consulting attended one
meeting. The Company’s Associate General Counsel also attended one meeting. Five meetings were held in person
and two by teleconference and each meeting lasted for one to two hours. In addition to its meetings, the Committee
took fourteen actions for approval by consent during fiscal year 2012.
Please refer to the Company’s Compensation Report for further information on the Compensation Committee’s
criteria and process for evaluating executive compensation.
Committee for Board Compensation
The Committee for Board Compensation establishes the compensation of the non-executive directors. This
Committee currently consists of Mr. De Luca and, prior to Mr. Quindlen’s resignation as the Company’s President
and Chief Executive Officer as of July 27, 2011, consisted of Mr. De Luca and Mr. Quindlen. The Committee
for Board Compensation met once in fiscal year 2012. The meeting was held in person and lasted approximately
one hour. At the Committee’s invitation, the Company’s Vice President of Worldwide Human Resources and the
Senior Director of Worldwide Compensation & Benefits attended the meeting.
Nominating Committee
The Nominating Committee is composed of at least three members, with the Chairman of the Board acting as
chair for this Committee and the other two members being non-executive, independent directors. Among its duties,
the Nominating Committee:
• evaluates the composition of the Board of Directors and its Committees, determines future requirements
and makes recommendations to the Board of Directors for approval;
• determines on an annual basis the desired Board qualifications and expertise and conducts searches for
potential directors with these attributes;
• evaluates and makes recommendations of nominees for election to the Board of Directors; and
• evaluates and makes recommendations to the Board concerning the appointment of directors to Board
Committees and the selection of Board Committee chairs.
The Nominating Committee may and typically does retain an executive search firm to assist with the
identification and evaluation of prospective Board nominees based on criteria established by the Committee. For
information on the Nominating Committee’s policies with respect to director nominations please see “Elections to
the Board of Directors” above.
The Nominating Committee currently consists of Mr. De Luca, Chairman, Mr. Chua and Ms. Davis.
Mr. De Luca is not an independent director under applicable NASDAQ rules. The Board of Directors has determined
that Mr. Chua and Ms. Davis meet the independence requirements of the NASDAQ Stock Market listing standards.
Upon the Committee’s recommendation of nominees for election to the Board of Directors, the nominees are
presented to the full Board. Nominees are then selected by a majority of the independent members of the Board.
The Nominating Committee met twice in fiscal year 2012. One of the meetings was held in person and the other by
teleconference, and each meeting lasted approximately one hour.
104