Logitech 2015 Annual Report Download - page 54

2015 Annual General Meeting Invitation, Proxy Statement
– Proxy Statement | 44
Corporate Governance and Board of Directors Matters
Emergency Resolutions
In case of emergency, the Chairman of the Board may have
the power to pass resolutions which would otherwise be the
responsibility of the Board. Decisions by the Chairman of
the Board made in this manner are subject to ratification
by the Board of Directors at its next meeting or by way of
written consent. No such emergency resolutions were
passed during fiscal year 2015.
Independent Director Sessions
The Board of Directors has adopted a policy of regularly
scheduled sessions of Board meetings where the
independent directors meet to consider matters without
management or non-independent directors present.
During fiscal year 2015, separate sessions of the
independent directors were held at six separate meetings.
Board Effectiveness
Our Board of Directors performs an annual self-
assessment to evaluate its effectiveness in fulfilling
its obligations.
Board Committees
The Board has standing Audit, Compensation, and
Nominating Committees to assist the Board in carrying
out its duties. Each of the Board committees is composed
entirely of directors that are independent in accordance
with the published listing requirements of the Nasdaq
Stock Market and Swiss corporate governance best
practices guidelines. At each quarterly Board meeting,
each applicable Board Committee reports to the full
Board on the substance of the Committee’s meetings, if
any, during the quarter.
Each Committee has a written charter approved by
the Board. The chair of each Committee determines
the Committee’s meeting agenda. The Board
Committee members receive materials in advance of
Committee meetings allowing them to prepare for the
meeting. The Charters of each Board Committee are
available on Logitech’s Investor Relations website at
http://ir.logitech.com. Each of the Audit, Compensation
and Nominating Committees has the authority to engage
outside experts, advisors and counsel to the extent it
considers appropriate to assist the Committee in its
work. The members of the Committees are identified in
the following table.
Director Audit Compensation Nominating
Daniel Borel
Matthew Bousquette X X X
Kee-Lock Chua X Chair
Bracken Darrell
Sally Davis X Chair X
Guerrino De Luca
Didier Hirsch Chair
Neil Hunt X
Dimitri Panayotopoulos
Monika Ribar X X