Logitech 2014 Annual Report Download - page 147

Current text Proposed Text Explanation
B. BOARD OF DIRECTORS
Article 14
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.
The Board of Directors of the Company
shall be composed of at least three
members appointed elected individually
by the general meeting of shareholders
General Meeting. for a term of one year
office expiring after completion of the
subsequent Annual General Meeting
and who shall be indefinitely re-eligible.
Under the ECLCO,
the members of
the Board must be
elected annually
and individually.
The term of office
mandatorily ends
at the closing of the
subsequent Annual
General Meeting.
The Chairman of the Board of
Directors shall also be appointed by
the General Meeting for a term of
office expiring after completion of the
subsequent Annual General Meeting
and who shall be indefinitely re-
eligible.
ECLCO requires
that the Chairman of
the Board be elected
by shareholders.
The term of office
mandatorily ends
at the closing of the
subsequent Annual
General Meeting.
The Board of Directors shall organize
itself. It shall be called to a meeting
by the chairman as often as business
requires.
Unless provided otherwise in the law
or these Articles of Incorporation,
the Board of Directors shall organize
itself. It shall be called to a meeting
by the chairman as often as business
requires entitled to elect one or more
vice-chairmen, who shall assume the
responsibilities of the Chairman of
the Board of Directors if the latter is
incapacitated.
Swiss law provides
that, absent
provisions to
the contrary in
the Articles of
Incorporation, if
the Chairman is
incapacitated during
his or her term of
office, the Board
appoints a substitute
for the period until
the following Annual
General Meeting.
Article 15 [Unchanged]
Article 16
The Board of Directors shall have the
non-transferable and inalienable powers
provided for under Art. 716a of the CO.
[Unchanged]
It may make decisions on any matters
which have not been reserved to the
general meeting of shareholders.
It may make decisions on any matters
which have not been reserved to the
general meeting of shareholders another
corporate body of the Company
pursuant to the law or these Articles of
Incorporation.
Clarification to
reflect the fact
that the Articles of
Incorporation now
grant specific powers
to the Compensation
Committee.
ENglISH
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