Logitech 2015 Annual Report Download - page 24

Agenda Proposals and Explanations
– Proxy Statement | 14
2015 Annual General Meeting Invitation, Proxy Statement
B. Proposals
Proposal 1
Approval of the Annual Report, the Consolidated Financial Statements and
the Statutory Financial Statements of Logitech International S.A. for Fiscal
Year 2015
Proposal
The Board of Directors proposes that the Annual Report,
the consolidated financial statements and the statutory
financial statements of Logitech International S.A. for
fiscal year 2015 be approved.
Explanation
The Logitech consolidated financial statements and the
statutory financial statements of Logitech International
S.A. for fiscal year 2015 are contained in Logitech’s
Annual Report, which was made available to all registered
shareholders on or before the date of this Invitation and
Proxy Statement. The Annual Report also contains the
report of Logitech’s auditors, the report of the statutory
auditors, Logitech’s Remuneration Report prepared in
compliance with the Swiss Ordinance Against Excessive
Compensation by Public Corporations (the so-called
“Minder Ordinance”) as well as the report of the statutory
auditors on the Remuneration Report, additional
information on the Company’s business, organization
and strategy, and information relating to corporate
governance as required by the SIX Swiss Exchange
directive on corporate governance. Copies of the Annual
Report are available on the Internet at ir.logitech.com.
Under Swiss law, the annual report and financial
statements of Swiss companies must be submitted to
shareholders for approval or disapproval at each annual
general meeting. In the event of a negative vote on this
proposal by shareholders, the Board of Directors will
call an extraordinary general meeting of shareholders
for re-consideration of this proposal by shareholders.
Approval of this proposal does not constitute approval
or disapproval of any of the individual matters referred
to in the Annual Report or the consolidated or statutory
financial statements for fiscal year 2015.
KPMG AG, as Logitech auditors, issued an unqualified
recommendation to the Annual General Meeting that
the consolidated and statutory financial statements of
Logitech International S.A. be approved. KPMG AG
expressed their opinion that the “consolidated financial
statements for the year ended March 31, 2015 present
fairly, in all material respects, the financial position, the
results of operations and the cash flows in accordance
with accounting principles generally accepted in the
United States of America (U.S. GAAP) and comply
with Swiss law.” They further expressed their opinion
and confirmed that the financial statements and the
proposed appropriation of available earnings comply with
Swiss law and the Articles of Incorporation of Logitech
International S.A. and the Remuneration Report contains
the information required by Swiss law.
Voting Requirement to Approve Proposal
The affirmative “FOR” vote of a majority of the votes cast
in person or by proxy at the Annual General Meeting, not
counting abstentions.
Recommendation
The Board of Directors recommends a vote “FOR”
approval of the Annual Report, the consolidated financial
statements and the statutory financial statements of
Logitech International S.A. for fiscal year 2015.