Logitech 2013 Annual Report Download - page 39

The detailed authorities and responsibilities of the Board of Directors, the Chief Executive Officer and the
executive officers are set out in the Company’s Articles of Incorporation and Organizational Regulations. Please
refer to http://ir.logitech.com for copies of these documents.
Lead Independent Director
As appointed by the Board, Mr. Chua serves as Lead Independent Director. The responsibilities of the Lead
Independent Director include chairing meetings of the non-executive directors and serving as the presiding director
in performing such other functions as the Board may direct. The Lead Independent Director generally is elected
annually by the Independent Directors.
Means by Which the Board of Directors Supervises Executive Officers
The Board of Directors is regularly informed on developments and issues in Logitech’s business, and monitors
the activities and responsibilities of the executive officers in various ways.
• At each regular Board meeting the Chief Executive Officer reports to the Board of Directors on
developments and important issues. The Chief Executive Officer also provides regular updates to the
Board members regarding Logitech’s business between the dates of regular Board meetings.
• The offices of Chairman and Chief Executive Officer are generally separated, to help ensure balance
between leadership of the Board and leadership of the day-to-day management of Logitech.
• Executive officers and other members of senior management, at the invitation of the Board, attend
portions of meetings of the Board and its Committees to report on the financial results of Logitech, its
operations, performance and outlook, and on areas of the business within their responsibility, as well as
other business matters. For further information on participation by executive officers and other members
of senior management in Board and Committee meetings please refer to “Board Committees” below.
• There are regular quarterly closed sessions of the non-executive, independent members of the Board
of Directors, led by the Lead Independent Director, where Logitech issues are discussed without the
presence of executive or non-independent members of the Board or executive officers.
• The Board holds quarterly closed sessions, where all Board members meet without the presence of non-
Board members, to discuss matters appropriate to such sessions, including organizational structure and
the hiring and mandates of executive officers.
• There are regularly scheduled reviews at Board meetings of Logitech strategic and operational issues,
including discussions of issues placed on the agenda by the non-executive members of the Board
of Directors.
• The Board reviews and approves significant changes in Logitech’s structure and organization, and is
actively involved in significant transactions, including acquisitions, divestitures and major investments.
• All non-executive Board members have access, at their request, to all internal Logitech information.
• The head of the Internal Audit function reports to the Audit Committee.
The Board’s Role in Risk Oversight
One of the Board’s functions is oversight of risk management at Logitech. “Risk” is inherent in business,
and the Board seeks to understand and advise on risk in conjunction with the activities of the Board and the
Board’s Committees.
PROX Y STATEMENT
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