Logitech 2013 Annual Report Download - page 36

If the agenda of a general meeting of shareholders includes an item calling for the election of directors, any
registered shareholder may propose a candidate for election to the Board of Directors before or at the meeting.
The Nominating Committee does not have a policy on consideration of recommendations for candidates to the
Board of Directors from registered shareholders. The Nominating Committee considers it appropriate not to have a
formal policy for consideration of such recommendations because the evaluation of potential members of the Board
of Directors is by its nature a case-by-case process, depending on the composition of the Board at the time, the needs
and status of the business of the Company, and the experience and qualification of the individual. Accordingly,
the Nominating Committee would consider any such recommendations on a case-by-case basis in their discretion,
and, if accepted for consideration, would evaluate any such properly submitted nominee in consideration of the
membership criteria set forth under “Board Composition” below. Shareholder recommendations to the Board of
Directors should be sent to the above address.
Board Composition
The Nominating Committee is responsible for reviewing and assessing with the Board the appropriate skills,
experience, and background sought of Board members in the context of our business and the then-current membership
on the Board. The Nominating Committee has not formally established any specific, minimum qualifications that
must be met by each candidate for the Board of Directors or specific qualities or skills that are necessary for one or
more of the members of the Board of Directors to possess. Similarly, the Nominating Committee does not have a
formal policy on considering diversity in identifying candidates for election or re-election to the Board of Directors.
However,wedonotexpectorintendthateachdirectorwillhavethesamebackground,skills,andexperience;we
expect that Board members will have a diverse portfolio of backgrounds, skills, and experiences. One goal of this
diversity is to assist the Board as a whole in its oversight and advice concerning our business and operations.
The review and assessment of Board candidates and the current membership of the Board by the Nominating
Committee and the Board includes numerous diverse factors, such as: independence; understanding of and
experienceintechnology,finance,andmarketing;internationalexperience;age;andgenderandethnicdiversity.
The priorities and emphasis of the Nominating Committee and of the Board with regard to these factors change
from time to time to take into account changes in Logitech’s business and other trends, as well as the portfolio of
skills and experience of current and prospective Board members.
Listed below are key skills and experience that we currently consider important for our directors to have in
light of our current business and structure. We do not expect each director to possess every attribute. The directors’
biographies note each director’s relevant experience, qualifications, and skills relative to this list.
• Senior Leadership Experience. Directors who have served in senior leadership positions are important
to Logitech, because they bring experience and perspective in analyzing, shaping, and overseeing the
execution of important operational and policy issues at a senior level.
• Financial Expertise. Knowledge of financial markets, financing and funding operations, and accounting
and financial reporting processes is important because it assists our directors in understanding, advising,
and overseeing Logitech’s structure, financial reporting, and internal control of such activities.
• Industry and Technical Expertise. Because we develop and manufacture hardware and software
products, ship them worldwide, and sell to both major computer manufacturers and consumer electronics
distributors and retailers, expertise in hardware and software, and experience in supply chain,
manufacturing and consumer products is useful in understanding the opportunities and challenges of
our business and in providing insight and oversight of management.
• Brand Marketing Expertise. Because we are a consumer products company, directors who have brand
marketing experience can provide expertise and guidance as we seek to maintain and expand brand and
product awareness and a positive reputation.
• Global Expertise. Because we are a global organization with research and development, and sales and
other offices in many countries, directors with global expertise, particularly in Europe and Asia, can
provide a useful business and cultural perspective regarding many significant aspects of our business.
34