Logitech 2015 Annual Report Download - page 48

2015 Annual General Meeting Invitation, Proxy Statement
– Proxy Statement | 38
Corporate Governance and Board of Directors Matters
Other than the current employment and involvement
noted above, no other Logitech Board member currently
has material supervisory, management, or advisory
functions outside Logitech. None of the Company’s
directors holds any official functions or political posts.
Elections to the Board of Directors
Directors are elected at the Annual General Meeting of
Shareholders, upon proposal of the Board of Directors.
The proposals of the Board of Directors are made following
recommendations of the Nominating Committee.
Shareholder Recommendations and Nominees
Under our Articles of Incorporation, one or more
registered shareholders who together represent shares
representing at least the lesser of (i) one percent of our
issued share capital or (ii) an aggregate par value of one
million Swiss francs may demand that an item be placed
on the agenda of a meeting of shareholders, including a
nominee for election to the Board of Directors. A request
to place an item on the meeting agenda must be in writing,
describe the proposal and be received by our Board of
Directors at least 60 days prior to the date of the meeting.
Demands by registered shareholders to place an item
on the agenda of a meeting of shareholders should be
sent to: Secretary to the Board of Directors, Logitech
International S.A., EPFL - Quartier de l’Innovation, Daniel
Borel Innovation Center, 1015 Lausanne, Switzerland, or
c/o Logitech Inc., 7700 Gateway Boulevard, Newark, CA
94560, USA.
Under the Company’s Articles of Incorporation only
registered shareholders are recognized as shareholders
of the company. As a result, beneficial shareholders
do not have a right to place an item on the agenda of
a meeting, regardless of the number of shares they
hold. For information on how beneficial shareholders
may become registered shareholders, see “Questions
and Answers about the Logitech 2015 Annual General
Meeting - If I am not a registered shareholder, can I
attend and vote at the meeting?”
If the agenda of a general meeting of shareholders
includes an item calling for the election of directors, any
registered shareholder may propose a candidate for
election to the Board of Directors before or at the meeting.
The Nominating Committee does not have a policy on
consideration of recommendations for candidates to
the Board of Directors from registered shareholders.
The Nominating Committee considers it appropriate
not to have a formal policy for consideration of such
recommendations because the evaluation of potential
members of the Board of Directors is by its nature a case-
by-case process, depending on the composition of the
Board at the time, the needs and status of the business
of the Company, and the experience and qualification of
the individual. Accordingly, the Nominating Committee
would consider any such recommendations on a case-
by-case basis in their discretion, and, if accepted
for consideration, would evaluate any such properly
submitted nominee in consideration of the membership
criteria set forth under “Board Composition” below.
Shareholder recommendations to the Board of Directors
should be sent to the above address.
Board Composition
The Nominating Committee is responsible for reviewing
and assessing with the Board the appropriate skills,
experience, and background sought of Board members
in the context of our business and the then-current
membership on the Board. The Nominating Committee
has not formally established any specific, minimum
qualifications that must be met by each candidate for
the Board of Directors or specific qualities or skills that
are necessary for one or more of the members of the
Board of Directors to possess. Similarly, the Nominating