Logitech 2015 Annual Report Download - page 171

Pursuant to Article 19 quarter of the Company’s Articles of Incorporation, upon proposal of the Board
of Directors, the General Meeting approves the maximum aggregate amount of the compensation of (i) the
Board of Directors, for the period up to the next Annual General Meeting, and (2) the Group Management
Team, for the next business year. The Board of Directors may submit to the General Meeting for approval
proposals in respect of maximum aggregate amounts and/or individual compensation components
for other time periods and/or propose the payment of additional amounts for special or extraordinary
services of some or all of the members of the Board of Directors or of the Group Management Team. If the
General Meeting rejects a proposal submitted by the Board of Directors, the Board of Directors will submit
an alternative proposal to the same or a subsequent General Meeting. The Company or companies
controlled by it may grant or pay compensation subject to subsequent ratification at a General Meeting
and claw-back by the Company in case of rejection by the General Meeting.
Pursuant to Article 19 quinquies of the Company’s Articles of Incorporation, if the maximum aggregate
amount of compensation already approved by the General Meeting is not sufficient to also cover the
compensation of one or more persons who become members of the Group Management Team during
a compensation period for which the General Meeting has already approved the compensation of the
Group Management Team (new hire), the Company or companies controlled by it are authorized to pay
an additional amount with respect to the compensation period already approved. Such additional amount
may not exceed: for the head of the Management Team (CEO), 140% of the total annual compensation of
the former CEO; and for any new hire other than the CEO, 140% of the highest total annual compensation
of any member of the Management Team other than the CEO.
Pursuant to Article 19 sexies of the Company’s Articles of Incorporation, members of the Board of
Directors and of the Group Management Team may not receive credits or loans from the Company or
from a company controlled by it. Compensation paid to members of the Board of Directors or of the Group
Management Team for activities in companies that are controlled by the Company is permitted, and this
compensation will be included in the total compensation payable to the Board of Directors or to the Group
Management Team, as applicable, which is subject to the approval of the General Meeting. Pension
contributions and benefits will be made or provided in accordance with the regulations applicable to the
pension schemes in which the Company or the companies controlled by it participate in Switzerland
or abroad.
6. Shareholders’ Participation Rights
6.1 Exercise and Limitations to Shareholders’ Voting Rights
Each registered share confers the right to one vote at a general meeting of shareholders. There
are no limitations to the number of voting rights that a shareholder or group of shareholders is entitled
to exercise, and there are no preferential voting rights. To exercise voting rights at a general meeting of
shareholders, a shareholder must have registered their shares by the date set by the Board of Directors
for the closing of the share register before each general meeting of shareholders. Refer to section 2.6 for
more information on the registration process.
Any shareholder may be represented at a meeting by a person of its choice who need not be a
shareholder of the Company. The power of attorney must be made in writing. The use of a form prepared
by the Company may be required.
There are currently no limitations under Swiss law or in the Company’s Articles of Incorporation
restricting the rights of shareholders outside Switzerland to hold or vote Logitech shares.
The Company’s Articles of Incorporation contain no rules on giving instructions to the independent
proxy and no provisions on electronic participation in the general meeting.
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Annual Report Fiscal Year 2015