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Independent Auditors
53 | Proxy Statement
2015 Annual General Meeting Invitation, Proxy Statement
Under Logitech’s Articles of Incorporation, the
shareholders elect or re-elect the Company’s independent
auditors each year at the Annual General Meeting.
Logitech’s independent auditors for fiscal year 2015 were
KPMG AG, Zurich, Switzerland. KPMG AG assumed its
first audit mandate for Logitech in fiscal year 2015. They
were elected by the shareholders as Logitech’s auditors
at the Annual General Meeting in December 2014.
For purposes of U.S. securities law reporting, KPMG
LLP, Santa Clara, California, served as the Company’s
independent registered public accounting firm for fiscal
year 2015. Together, KPMG AG and KPMG LLP are
referred to as “KPMG.” As appointed by the Board,
the Audit Committee is responsible for supervising the
performance of the Company’s independent auditors,
and recommends the election or replacement of the
independent auditors to the Board of Directors.
Representatives of KPMG were invited to attend all
regular meetings of the Audit Committee. During fiscal
year 2015, KPMG representatives attended all of the
Audit Committee meetings following the engagement
of KPMG. The Committee met separately two times
with representatives of KPMG in closed sessions of
Committee meetings.
On a quarterly basis, KPMG reports on the findings of
their audit and/or review work including their audit of
Logitech’s internal control over financial reporting. These
reports include their assessment of critical accounting
policies and practices used, alternative treatments of
financial information discussed with management, and
other material written communication between KPMG and
management. At each quarterly Board meeting, the Audit
Committee reports to the full Board on the substance of
the Committee meetings during the quarter. On an annual
basis, the Audit Committee approves KPMG’s audit plan
and evaluates the performance of KPMG and its senior
representatives in fulfilling its responsibilities. Moreover,
the Audit Committee recommends to the Board the
appointment or replacement of the independent auditors,
subject to shareholder approval. The Audit Committee
reviews the annual report provided by KPMG as to
its independence.
Change in Independent Auditor
As disclosed in a Current Report on Form 8-K
filed by the Company on November 13, 2014,
PricewaterhouseCoopers S.A. (referred to as “PwC
S.A.”) and PricewaterhouseCoopers LLP (referred to as
“PwC LLP” and, together with PwC S.A., referred to as
“PwC”) declined to stand for re-election as Logitech’s
independent auditors and as Logitech’s independent
registered public accounting firm, respectively, for the
fiscal year ending March 31, 2015. On November 12,
2014, the Audit Committee of the Board of Directors (the
Audit Committee”) of Logitech appointed KPMG LLP as
the Company’s independent registered public accounting
firm for the fiscal year ending March 31, 2015 for purposes
of U.S. securities law reporting purposes.
Information about PricewaterhouseCoopers LLP
The reports of PwC on the Company’s financial
statements for the fiscal years ended March 31, 2013 and
March 31, 2014 did not contain an adverse opinion or a
disclaimer of opinion; nor were they qualified or modified
as to uncertainty, audit scope or accounting principles.
In connection with the audits of the Company’s financial
statements for the fiscal years ended March 31, 2014
and 2013 and in the subsequent interim period through
November 6, 2014 there were no “disagreements” (as
that term is defined in Item 304(a)(1)(iv) of Regulation
S-K) with PwC LLP on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedures which, if not resolved to the
satisfaction of PwC LLP would have caused PwC LLP to
make reference to the matter in their reports.