Logitech 2013 Annual Report Download - page 48

SEC RULES
In addition to the Logitech and NASDAQ policies and rules described above, the SEC has specific disclosure
requirements covering certain types of transactions involving Logitech and a director or executive officer or
persons and entities affiliated with them. Since April 1, 2012, we have not been a party to, and we have no plans to
be a party to, any transaction or series of similar transactions in which the amount involved exceeded or will exceed
US $120,000 and in which any current director, director nominee, executive officer, holder of more than 5% of our
shares, or any member of the immediate family of any of the foregoing, had or will have a direct or indirect material
interest. We have entered into an indemnification agreement with each of our directors and executive officers. The
indemnification agreements require us to indemnify our directors and officers to the fullest extent permitted by
Swiss and California law.
None of the following persons has been indebted to Logitech or its subsidiaries at any time since the beginning
offiscalyear2013:anyofourdirectorsorexecutiveofficers;anynomineeforelectionasadirector;anymember
oftheimmediatefamilyofanyofourdirectors,executiveofficersornomineesfordirector;anycorporationor
organization of which any of our directors, executive officers or nominees is an executive officer or partner or
is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities (except trade debt
enteredintointheordinarycourseofbusiness);andanytrustorotherestateinwhichanyofthedirectors,executive
officers or nominees for director has a substantial beneficial interest or for which such person serves as a trustee
or in a similar capacity.
INDEPENDENT AUDITORS
Under Logitech’s Articles of Incorporation, the shareholders elect or re-elect the Company’s independent
auditors each year at the Annual General Meeting.
Logitech’s independent auditors are currently PricewaterhouseCoopers S.A., Lausanne, Switzerland.
PricewaterhouseCoopers S.A. assumed its first audit mandate for Logitech in 1988. They were re-elected by
the shareholders as Logitech’s auditors at the Annual General Meeting in September 2012. For purposes of U.S.
securities law reporting, PricewaterhouseCoopers LLP, San Jose, California, serves as the Company’s independent
registered public accounting firm. Together, PricewaterhouseCoopers S.A. and PricewaterhouseCoopers LLP are
referred to as “PwC.”
As appointed by the Board, the Audit Committee is responsible for supervising the performance of the
Company’s independent auditors, and recommends the election or replacement of the independent auditors to the
Board of Directors.
Representatives of PwC are invited to attend all regular meetings of the Audit Committee. During fiscal year
2013, PwC representatives attended all eight of the Audit Committee meetings. The Committee met separately four
times with representatives of PwC in closed sessions of Committee meetings.
On a quarterly basis, PwC reports on the findings of their audit and/or review work including their audit of
Logitech’s internal control over financial reporting. These reports include their assessment of critical accounting
policies and practices used, alternative treatments of financial information discussed with management, and
other material written communication between PwC and management. At each quarterly Board meeting, the
Audit Committee reports to the full Board on the substance of the Committee meetings during the quarter. On
an annual basis, the Audit Committee approves PwC’s audit plan and evaluates the performance of PwC and its
senior representatives in fulfilling its responsibilities. Moreover, the Audit Committee recommends to the Board
the appointment or replacement of the independent auditors, subject to shareholder approval. The Audit Committee
reviews the annual report provided by PwC as to its independence.
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