Logitech 2014 Annual Report Download - page 93

• 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.
The largest risk in any business typically is that the products and services it offers will not be met by customer
demand, because of poor strategy, poor execution, lack of competitiveness, or some combination of these or other
factors. The Board implements its risk oversight responsibilities, at the highest level, through regular reviews of
the Company’s business, product strategy and competitive position, and through management and organizational
reviews, evaluations and succession planning.
Within the broad strategic framework established by the Board, management is responsible for identifying risk
and risk controls related to significant business activities; mapping the risks to company strategy; and developing
programs and recommendations to determine the sufficiency of risk identification, the balance of potential risk to
potential reward and the appropriate manner in which to control risk.
The Board’s risk oversight role is implemented at the full Board level, and also in individual Board
Committees. The full Board receives specific reports on enterprise risk management, in which the identification
and control of risk are the primary topics of the discussion. Presentations and other information for the Board and
Board Committees generally identify and discuss relevant risk and risk control; and the Board members assess and
oversee the risks as a part of their review of the related business, financial, or other activity of the Company. The
Compensation Committee oversees issues related to the design and risk controls of compensation programs. The
Audit Committee oversees issues related to internal control over financial reporting and Logitech’s risk tolerance
in cash-management investments. The Board’s role in oversight does not have a direct impact on the Board’s
leadership structure, which is discussed above.
Board Meetings
The Chairman sets the agenda for Board meetings, in coordination with the Chief Executive Officer. Any
member of the Board of Directors may request that a meeting of the Board be convened. The directors receive
materials in advance of Board meetings allowing them to prepare for the handling of the items on the agenda.
The Chairman and Chief Executive Officer recommend executive officers or other members of senior
management who, at the invitation of the Board, attend portions of each quarterly Board meeting to report on
areas of the business within their responsibility. Infrequently, the Board may also receive reports from external
consultants such as executive search or succession experts or outside legal experts to assist the Board on matters it
is considering.
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