Logitech 2015 Annual Report Download - page 52

2015 Annual General Meeting Invitation, Proxy Statement
– Proxy Statement | 42
Corporate Governance and Board of Directors Matters
• appointing, dismissing and promoting any employees
of Logitech other than executive officers and the head
of the internal audit function;
• taking immediate measures to protect the interests
of the Company where a breach of duty is suspected
from executive officers until the Board has decided on
the matter;
• carrying out Board resolutions;
• reporting regularly to the Chairman of the Board of
Directors on the activities of the business;
• preparing supporting documents for resolutions that
are to be passed by the Board of Directors; and
• deciding on issues brought to his attention by
executive officers.
The detailed authorities and responsibilities of the
Board of Directors, the Chief Executive Officer and the
executive officers are set out in the Company’s Articles
of Incorporation and Organizational Regulations.
Please refer to http://ir.logitech.com for copies of
these documents.
Lead Independent Director
As appointed by the Board, Mr. Bousquette serves as
Lead Independent Director. The responsibilities of the
Lead Independent Director include chairing meetings of
the non-executive directors and serving as the presiding
director in performing such other functions as the Board
may direct. The Lead Independent Director is elected
annually by the Independent Directors.
Means by Which the Board of Directors Supervises
Executive Officers
The Board of Directors is regularly informed on
developments and issues in Logitech’s business,
and monitors the activities and responsibilities of the
executive officers in various ways.
• At each regular Board meeting the Chief Executive
Officer reports to the Board of Directors on
developments and important issues. The Chief
Executive Officer also provides regular updates to
the Board members regarding Logitech’s business
between the dates of regular Board meetings.
• The offices of Chairman and Chief Executive Officer
are generally separated, to help ensure balance
between leadership of the Board and leadership of the
day-to-day management of Logitech.
• Executive officers and other members of senior
management, at the invitation of the Board, attend
portions of meetings of the Board and its Committees
to report on the financial results of Logitech, its
operations, performance and outlook, and on areas
of the business within their responsibility, as well as
other business matters. For further information on
participation by executive officers and other members
of senior management in Board and Committee
meetings please refer to “Board Committees” below.
• There are regular quarterly closed sessions of the
non-executive, independent members of the Board of
Directors, led by the Lead Independent Director, where
Logitech issues are discussed without the presence of
executive or non-independent members of the Board
or executive officers.
• The Board holds quarterly closed sessions, where all
Board members meet without the presence of non-
Board members, to discuss matters appropriate to
such sessions, including organizational structure and
the hiring and mandates of executive officers.
• There are regularly scheduled reviews at Board
meetings of Logitech strategic and operational
issues, including discussions of issues placed on the
agenda by the non-executive members of the Board
of Directors.