Logitech 2015 Annual Report Download - page 53

2015 Annual General Meeting Invitation, Proxy Statement
43 | – Proxy Statement
Corporate Governance and Board of Directors Matters
• 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.
The Board typically holds regularly scheduled Board
meetings twice each quarter: once for a review and
discussion of the Company, its strategy or both, which
lasts a full day to a day-and-a-half and in which all
directors participate in person except in special individual
circumstances; and once for a quarterly earnings-related
meeting, which lasts for approximately one to two
hours and in which directors participate in person or by
teleconference or video conference. Additional meetings
of the Board may be held by teleconference or video
conference and the duration of such meetings varies
depending on the subject matters considered.