Logitech 2013 Annual Report Download - page 30

The Audit Committee has also appointed PricewaterhouseCoopers LLP, or PwC LLP, the U.S. affiliate of PwC
S.A., as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2014
for purposes of U.S. securities law reporting. Logitech’s Articles of Incorporation do not require that shareholders
ratify the appointment of PwC LLP as the Company’s independent registered public accounting firm. However,
Logitech is submitting the appointment of PwC LLP to shareholders for ratification as a matter of good corporate
governance. If shareholders do not ratify the appointment, the Audit Committee will reconsider whether to retain
PwC LLP. Even if the appointment is ratified, the Audit Committee may, in its discretion, change the appointment
during the year if the Committee determines that such a change would be in the best interests of Logitech and
its shareholders.
Information on the fees paid by Logitech to PwC S.A. and PwC LLP, as well as further information
regarding PwC S.A. and PwC LLP, is set out below under the heading “Independent Auditors” and “Report of the
Audit Committee.”
A member of PwC S.A. will be present at the Annual General Meeting, will have the opportunity to make a
statement, and will be available to respond to appropriate questions you may ask.
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.
Recommendation
Our Board of Directors recommends a vote “FOR” the re-election of PricewaterhouseCoopers S.A. as
auditors of Logitech International S.A. and the ratification of the appointment of PricewaterhouseCoopers LLP as
Logitech’s independent registered public accounting firm, each for the fiscal year ending March 31, 2014.
CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS
The Board of Directors is elected by the shareholders and holds the ultimate decision-making authority within
Logitech, except for those matters reserved by law or by Logitech’s Articles of Incorporation to its shareholders or
those that are delegated to the executive officers under the organizational regulations (also known as by-laws). The
Board makes resolutions through a majority vote of the members present at the meetings. In the event of a tie, the
vote of the Chairman decides.
Logitech’s Articles of Incorporation set the minimum number of directors at three. We had nine members
of the Board of Directors as of June 30, 2013. Mr. Erh-Hsun Chang, having served the Company in an officer and
executive role for thirteen years and as a member of the Board for an additional seven years, has decided to retire
and not to stand for re-election. Mr. Matthew Bousquette was elected for a three-year term at the 2011 Annual
General Meeting and consequently will remain in office until the 2014 Annual General Meeting. If all of the
nominees to the Board presented in Proposal 8 are elected, the Board will continue to have nine members.
BOARD OF DIRECTORS INDEPENDENCE
The Board of Directors has determined that each of our directors and director nominees, other than Daniel
Borel, Bracken Darrell and Guerrino De Luca, qualifies as independent in accordance with the published listing
requirements of NASDAQ and Swiss corporate governance best practices guidelines. The Company’s independent
directors include Matthew Bousquette, Erh-Hsun Chang, Kee-Lock Chua, Sally Davis, Didier Hirsch, Neil Hunt
and Monika Ribar. The NASDAQ independence definition includes a series of objective tests, such as that the
director is not an employee of the company and has not engaged in various types of business dealings with the
company. In addition, as further required by NASDAQ rules, the Board has made a subjective determination as to
each independent director that no relationships exist which, in the opinion of the Board, would interfere with the
exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations,
the directors reviewed and discussed information provided by the directors and the Company with regard to each
director’s business and personal activities as they may relate to Logitech and Logitech’s management.
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