Logitech 2015 Annual Report Download - page 56

2015 Annual General Meeting Invitation, Proxy Statement
– Proxy Statement | 46
Corporate Governance and Board of Directors Matters
• 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. 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 17 times in fiscal year 2015.
Four meetings were held in person on the day prior to
the regularly scheduled quarterly Board meeting, for
approximately two to three hours, and thirteen were
held by teleconference, for approximately half-an-hour
to two-and-a-half hours preceding the Company’s
quarterly report of financial results, preceding the filing
of the Company’s quarterly report on Form 10-Q or in
special circumstances. 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
then-current independent registered public accounting
firm, PwC LLP or KPMG LLP, also attended fifteen of the
seventeen meetings. Other members of management
also participated in certain meetings. Five meetings
also included a separate session with representatives of
the independent registered public accounting firm and
separate sessions with the Chief Financial Officer, with
the head of Internal Audit or both. In addition to its regular
and special meetings, the Audit Committee met or held
conference calls at least 32 times during fiscal year 2015
with respect to the Committee’s independent investigation
of certain accounting matters related to Logitech’s
previously issued financial statements.
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
Ms. Davis, Chairperson, Mr. Bousquette, Dr. Hunt and
Ms. Ribar. 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 ten times in fiscal year
2015. At the Committee’s invitation, the Company’s Vice
President of People & Culture and the Vice President,
Total Rewards (formerly Worldwide Compensation &
Benefits) attended each meeting, and the Committee’s
independent advisors from Radford Consulting,
Compensia or Agnes Blust Consulting attended five
meetings. Four of the meetings were held in person and
each meeting lasted for approximately half-an-hour to
three-and-a-half hours. In addition to its meetings, the
Committee took nine actions for approval by written
consent during fiscal year 2015.