Logitech 2015 Annual Report Download - page 62

– Proxy Statement | 52
Certain Relationships and Related Transactions
2015 Annual General Meeting Invitation, Proxy Statement
Our Policies
It is our policy that all employees must not engage in any
activities which could conflict with Logitech’s business
interests, which could adversely affect its reputation
or which could interfere with the fulfillment of the
responsibilities of the employee’s job, which at all times
must be performed in the best interests of Logitech. In
addition, Logitech employees may not use their position
with Logitech, or Logitech’s information or assets, for
their personal gain or for the improper benefit of others.
These policies are included in our Business Ethics and
Conflict of Interest Policy, which covers our directors,
executive officers and other employees. If in a particular
circumstance the Board concludes that there is or may be
a perceived conflict of interest, the Board will instruct our
Legal department to work with our relevant business units
to determine if there is a conflict of interest. Any waivers
to these conflict rules with regard to a director or executive
officer require the prior approval of the Board, and any
transaction that is a related party transaction under U.S.
securities laws must be approved by the Audit Committee
or another independent committee of the Board.
Nasdaq Rules and Swiss Best Corporate Governance Practices
Nasdaq rules defining “independent” director status
also govern conflict of interest situations, as do Swiss
best corporate governance principles published by
economiesuisse, a leading Swiss business organization.
As discussed above, the Board of Directors has determined
that each of our directors and nominee to be a director,
other than Mr. Borel, Mr. Darrell and Mr. De Luca, qualifies
as “independent” in accordance with the Nasdaq rules.
The Nasdaq rules include a series of objective tests that
would not allow a director to be considered independent if
the director has or has had certain employment, business
or family relationships with the company. The Nasdaq
independence definition also includes a requirement that
the Board review the relations between each independent
director and the company on a subjective basis. In
accordance with that review, the Board has made a
subjective determination as to each independent director
that no relationships exist that, in the opinion of the Board,
would interfere with the exercise of independent judgment
in carrying out the responsibilities of a director.
SEC Rules
In addition to the Logitech and Nasdaq policies and
rules described above, the SEC has specific disclosure
requirements covering certain types of transactions involving
Logitech and a director or executive officer or persons and
entities affiliated with them. Since April 1, 2014, we have
not been a party to, and we have no plans to be a party to,
any transaction or series of similar transactions in which the
amount involved exceeded or will exceed US $120,000 and
in which any current director, director nominee, executive
officer, holder of more than 5% of our shares, or any member
of the immediate family of any of the foregoing, had or will
have a direct or indirect material interest. We have entered
into an indemnification agreement with each of our directors
and executive officers. The indemnification agreements
require us to indemnify our directors and officers to the
fullest extent permitted by Swiss and California law.
None of the following persons has been indebted to
Logitech or its subsidiaries at any time since the beginning
of fiscal year 2015: any of our directors or executive officers;
any nominee for election as a director; any member of the
immediate family of any of our directors, executive officers
or nominees for director; any corporation or organization of
which any of our directors, executive officers or nominees
is an executive officer or partner or is, directly or indirectly,
the beneficial owner of 10% or more of any class of equity
securities (except trade debt entered into in the ordinary
course of business); and any trust or other estate in which
any of the directors, executive officers or nominees for
director has a substantial beneficial interest or for which
such person serves as a trustee or in a similar capacity.