Logitech 2014 Annual Report Download - page 96

• reviews, before release, the quarterly results and interim financial data;
• reviews with management and the independent auditors the Company’s major financial risk exposures
and the steps management has taken to monitor and control those exposures, including the Company’s
guidelines and policies with respect to risk assessment and risk management; and
• reviews, before release, the audited financial statements and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” contained in the Company’s annual reporting, and
recommends that the Board of Directors submit these items to the shareholders’ meeting for approval.
The Audit Committee currently consists of Mr. Hirsch, Chairperson, Mr. Bousquette, Mr. Chua, Ms. Davis
and Ms. Ribar. Mr. Erh-Hsun Chang participated as a member of the Committee until the Annual General Meeting
on September 4, 2013. Mr. Chua joined the Committee as of the Board meeting on September 5, 2013. The Board
of Directors has determined that each member of the Audit Committee meets the independence requirements of the
Nasdaq Stock Market listing standards and the applicable rules and regulations of the SEC. In addition, the Board
has determined that Mr. Hirsch, Mr. Bousquette and Ms. Ribar are audit committee financial experts as defined by
the applicable rules and regulations of the SEC.
The Audit Committee met ten times in fiscal year 2014. Four meetings were held in person on the day prior
to the regularly scheduled quarterly Board meeting, for two-and-a-half to three-and-a-half hours, and six were
held by telephone, for approximately an hour preceding the Company’s quarterly report of financial results and,
starting in October 2013, for approximately half-an-hour preceding the filing of the Company’s quarterly report on
Form 10-Q. The Committee received reports and presentations before the meetings in order to allow them time to
prepare adequately. At the Committee’s invitation, the Company’s Chief Financial Officer, Corporate Controller,
Vice President of Internal Audit and General Counsel or Associate General Counsel attended each meeting, and
representatives from the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP,
also attended each meeting. Other members of management also participated in certain meetings. Six meetings also
included a separate session with representatives of the independent registered public accounting firm, and three
meetings included separate sessions with the Chief Financial Officer and with the head of Internal Audit.
Compensation Committee
The Compensation Committee reviews and approves, or recommends to the Board for approval, the
compensation of executive officers and non-executive Board members and Logitech’s compensation policies and
programs, including share-based compensation programs and other incentive-based compensation. Within the
guidelines established by the Board and the limits set forth in the Company’s employee equity incentive plans, the
Compensation Committee also has the authority to grant equity incentive awards to employees without further
Board approval. The Committee is composed of only non-executive, independent Board members.
The Compensation Committee currently consists of Mr. Bousquette, Chairman, Ms. Davis, Dr. Hunt and
Ms. Ribar. Mr. Chua participated as a member of the Committee until the Annual General Meeting on September 4,
2013. Ms. Davis and Ms. Ribar joined the Committee as of the Board meeting on September 5, 2013. The Board of
Directors has determined that each member of the Committee meets the independence requirements of the Nasdaq
Stock Market listing standards.
The Compensation Committee met four times in fiscal year 2014. At the Committee’s invitation, the
Company’s Vice President of People & Culture (formerly Worldwide Human Resources) and the Senior Director
of Worldwide Compensation & Benefits attended each meeting, and the Committee’s independent advisor from
Radford Consulting attended one meeting. All four meetings were held in person and each meeting lasted for one
to three hours. In addition to its meetings, the Committee took seventeen actions for approval by written consent
during fiscal year 2013.
Please refer to the Company’s Compensation Report for further information on the Compensation Committee’s
criteria and process for evaluating executive compensation.
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