Logitech 2015 Annual Report Download - page 167

Logitech has issued stock options, including performance-based stock options and premium-
priced stock options, and restricted stock units, including performance-based restricted stock units, to its
employees and directors. Please refer to our Invitation and Proxy Statement for the 2015 Annual General
Meeting, under the heading “Equity Compensation Plan Information” at pages 102 to 103, for details on
option rights and restricted stock units issued under our employee equity incentive plans, as well as other
information regarding those plans, and to Note 4 – Employee Benefit Plans – included in our Consolidated
Financial Statements.
3. The Board of Directors
For the current members of our Board of Directors, further information regarding the Board of
Directors, Board Committees, and the allocation of responsibility between the Board of Directors and
executive officers, please see our Invitation and Proxy Statement for the 2015 Annual General Meeting,
under the heading “Corporate Governance and Board of Directors Matters” at pages 32 to 48.
3.3 Permitted Activities
Pursuant to Article 17 bis of the Company’s Articles of Incorporation, each member of our Board of
Directors may assume up to ten mandates in supreme management or supervisory bodies of legal entities
outside the Logitech group, of which no more than four may be in listed companies. In addition, each
member of our Board of Directors may assume up to ten non-remunerated mandates in the governing
bodies of charitable or similar organizations.
The following mandates are not subject to these limitations:
a) mandates in companies controlled by the Company or that control the Company;
b) mandates that a member of our Board of Directors assumes at the request of the Company or
of a company controlled by it; and
c) mandates in companies that are not required to be registered in the commercial registry in
Switzerland or in an equivalent registry outside of Switzerland.
Mandates for legal entities under common control or at the request of such legal entities are counted
as a single mandate for purposes of determining permitted activities.
Each member of our Board of Directors is currently in compliance with the above-mentioned
requirements.
3.4 Elections and terms of office
For information regarding the time of first election and term of office of each member of our Board
of Directors, please see our Invitation and Proxy Statement for the 2015 Annual General Meeting, under
the heading “Corporate Governance and Board of Directors Matters” at pages 32 to 48.
Pursuant to Article 14 of the Company’s Articles of Incorporation, the members of the Board of
Directors shall be elected individually by the General Meeting for a term of office expiring after completion
of the subsequent Annual General Meeting. Each member of our Board of Director shall be indefinitely
re-eligible.
The Company’s Articles of Incorporation do not differ from the statutory legal provisions with
regard to the appointment of the chairman, the members of the compensation committee and the
independent proxy.
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Annual Report Fiscal Year 2015