Logitech 2015 Annual Report Download - page 42

2015 Annual General Meeting Invitation, Proxy Statement
– Proxy Statement | 32
Corporate Governance and Board of Directors Matters
The Board of Directors is elected by the shareholders
and holds the ultimate decision-making authority within
Logitech, except for those matters reserved by law or by
Logitech’s Articles of Incorporation to its shareholders or
those that are delegated to the executive officers under
the organizational regulations (also known as by-laws).
The Board makes resolutions through a majority vote of
the members present at the meetings. In the event of a
tie, the vote of the Chairman decides.
Logitech’s Articles of Incorporation set the minimum
number of directors at three. We had ten members of
the Board of Directors as of June 30, 2015. If all of the
nominees to the Board presented in Proposal 5 are
elected, the Board will have ten members.
Board of Directors Independence
The Board of Directors has determined that each of
our directors and director nominees, other than Daniel
Borel, Bracken Darrell and Guerrino De Luca, qualifies
as independent in accordance with the published listing
requirements of the Nasdaq Stock Market and Swiss
corporate governance best practices guidelines. The
Company’s independent directors and director nominees
include Matthew Bousquette, Kee-Lock Chua, Sally
Davis, Didier Hirsch, Neil Hunt, Dimitri Panayotopoulos,
Monika Ribar, Edouard Bugnion, Sue Gove and Lung Yeh.
The Nasdaq independence definition includes a series of
objective tests, such as that the director is not an employee
of the company and has not engaged in various types
of business dealings with the company. In addition, as
further required by Nasdaq rules, the Board has made a
subjective determination as to each independent director
that no relationships exist which, in the opinion of the
Board, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director.
In making these determinations, the directors reviewed
and discussed information provided by the directors and
the Company with regard to each director’s business and
personal activities as they may relate to Logitech and
Logitech’s management.