Logitech 2012 Annual Report Download - page 97

Proposal 7
Release of the Board of Directors and Executive Officers from Liability for Activities during Fiscal Year 2012
Proposal
The Board of Directors proposes that shareholders release the members of the Board of Directors and
Executive Officers from liability for activities during fiscal year 2012.
Explanation
As is customary for Swiss corporations and in accordance with Article 698, subsection 2, item 5 of the Swiss
Code of Obligations, shareholders are requested to release the members of the Board of Directors and the Executive
Officers from liability for their activities during fiscal year 2012 that have been disclosed to shareholders. This
release from liability exempts members of the Board of Directors or Executive Officers from liability claims
brought by the Company or its shareholders on behalf of the Company against any of them for activities carried out
during fiscal year 2012 relating to facts that have been disclosed to shareholders. Shareholders that do not vote in
favor of the proposal, or acquire their shares after the vote without knowledge of the approval of this resolution, are
not bound by the result for a period ending six months after the vote.
Voting Requirement to Approve Proposal
The affirmative “FOR” vote of a majority of the votes cast in person or by proxy at the Annual General
Meeting, not counting abstentions and not counting the votes of any member of the Board of Directors, any Logitech
executive officers or any votes represented by Logitech.
Recommendation
The Board of Directors recommends a vote “FOR” the proposal to release the members of the Board of
Directors and Executive Officers from liability for activities during fiscal year 2012.
Proposal 8
Decrease of the Term of Office for Members of the Board of Directors
Proposal
The Board of Directors proposes that the term of office for its members be decreased from three years to one
year and that Article 14, Paragraph 1 of the Company’s Articles of Incorporation be amended as follows:
Article 14 (Current text): Article 14 (New Text):
The Board of Directors of the Company shall be
composed of at least three members appointed by the
general meeting of shareholders for a term of three
years and who shall be indefinitely re-eligible.
The Board of Directors of the Company shall be
composed of at least three members appointed by the
general meeting of shareholders for a term of one year
and who shall be indefinitely re-eligible.
Explanation
The purpose of this proposal is having all the directors of the Company re- elected every year in order to lead
to more flexibility in the choice and the composition of the Board of Directors. The proposed Article 14, Paragraph
1 of the Company’s Articles of Incorporation provides the legal framework for this. The members of the board
of directors who were elected during the past two years for the term of three years will remain in office until the
expiry of their three- year term. If this Proposal 8 is accepted, this change will be applicable as of the 2012 Annual
General Meeting; it will, in particular, be applicable to the elections under Proposal 9.
ENGLISH
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