Logitech 2015 Annual Report Download - page 36

Agenda Proposals and Explanations
– Proxy Statement | 26
2015 Annual General Meeting Invitation, Proxy Statement
Proposal 8
Approval of Compensation for the Board of Directors for the 2015 to 2016
Board Year
Proposal
The Board of Directors proposes that the shareholders
approve a maximum aggregate amount of the
compensation of the Board of Directors of CHF 4,600,000
for the term of office from the Annual General Meeting
2015 until the Annual General Meeting 2016 (the “2015
– 2016 Board Year”), subject to adjustment for certain
changes in the applicable currency exchange rate.*
Explanation
Pursuant to the so-called “Minder Ordinance”, the
compensation of the Board of Directors must be subject
each year to a binding shareholder vote, in the manner
contemplated by Logitech’s Articles of Incorporation.
Article 19 quarter, paragraph 1(a) of Logitech’s Articles
of Incorporation allows shareholders to approve the
maximum aggregate amount of the compensation of the
Board of Directors for the period up to the next Annual
General Meeting. This required, binding vote on the
compensation of the Board of Directors is independent
from, and comes in addition to, the non-binding, advisory
say-on-pay vote contemplated in Proposal 2.
Under the Company’s Articles of Incorporation, the
compensation of the members of the Board of Directors
who do not have management responsibilities consists
of cash payments and shares or share equivalents.
The value of cash compensation and shares or share
equivalents corresponds to a fixed amount, which reflects
the functions and responsibilities assumed. The value of
shares or share equivalents is calculated at market value
at the time of grant.
Pursuant to Article 19 bis, paragraph 2 of the Company’s
Articles of Incorporation, the compensation of the
members of the Board of Directors who have management
responsibilities (i.e., executive members of the Board of
Directors) is structured similarly to the compensation of
the members of the Group Management Team.
The proposed maximum amount of CHF 4,600,000
has been determined based on the following
non-binding assumptions:
With respect to the eight non-executive members of the
Board of Directors:
• Cash payments of a maximum of approximately CHF
900,000. Cash payments for non-executive members
of the Board of Directors include annual retainers for
Board and committee service and travel fees.
• Share or share equivalent awards of a maximum of
approximately CHF 1,200,000. The value of share or
share equivalent awards corresponds to a fixed amount
and the number shares granted will be calculated at
market value at the time of their grant.
• Other payments, including the Company’s contributions
to social security, of a maximum of approximately CHF
300,000.
* For each increase of 0.01 in the exchange rate of the Swiss Franc against the U.S. Dollar above the assumed
level of USD 1.0784 to CHF 1.00, if any, the maximum aggregate amount of the compensation of the Board of
Directors will increase by CHF 21,000 for the 2015 – 2016 Board Year. This adjustment reflects the fact that the
compensation of our Chairman, which is included in the maximum aggregate amount of the compensation for the
Board of Directors, is set in U.S. Dollars.