LOGITECH INTERNATIONAL SA - Shareholder.com

More documents

Recommendations

Info

Table of Contents PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES None. ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS On June 30, 2005, a two-for-one stock split was effected. On July 14, 2006, a two-for-one stock split was effected. ITEM 15. CONTROLS AND PROCEDURES (a) Disclosure Controls and Procedures Logitech’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Form 20-F, have concluded that, as of such date, our disclosure controls and procedures are effective. Disclosure controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Form 20-F, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls are also designed to reasonably assure that this information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure. (b) Management’s Report on Internal Control over Financial Reporting Logitech’s management, with oversight by the Board of Directors, is responsible for establishing and maintaining adequate internal control over financial reporting. Logitech’s internal control system was designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation and fair presentation of financial statements in accordance with generally accepted accounting principles in the United States. Logitech’s management assessed the effectiveness of our internal control over financial reporting as of March 31, 2007. In making this assessment, management used the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that our internal control over financial reporting was effective as of March 31, 2007. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. (c) Attestation Report of the Registered Public Accounting Firm Our management’s assessment of the effectiveness of our internal control over financial reporting as of March 31, 2007 has been audited by PricewaterhouseCoopers SA, Switzerland, an independent registered public accounting firm, as stated in their report, which is included under Item 18 “Financial Statements” on page F-2. 61
Table of Contents (d) Changes in Internal Control over Financial Reporting During the second quarter of fiscal 2007, the Company completed the implementation of an upgrade to its enterprise resource planning (“ERP”) software. Implementation of an ERP software upgrade is a material change in the Company’s internal control over financial reporting. Pre-implementation testing and post-implementation reviews were conducted by management to ensure that internal controls surrounding the system implementation process, the applications, and closing process were properly designed and tested for effectiveness to prevent material financial statement errors. There have been no other changes in the Company’s internal control over financial reporting during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT The Audit Committee of the Board of Directors consists of three non-employee directors, Mr. Gary Bengier, Mr. Kee-Lock Chua, and Ms. Monika Ribar, each of whom meets the independence requirements of the Nasdaq Global Select Market listing standards and the rules and regulations of the U.S. Securities and Exchange Commission. The Board affirmatively determined that Mr. Bengier and Ms. Ribar are audit committee financial experts. Refer also to the information in Exhibit 15.1 under Section 3.5 “The Functioning of the Board of Directors – Audit Committee.” ITEM 16B. CODE OF ETHICS The Company’s code of ethics policy entitled, “Business Ethics and Conflict of Interest Policy of Logitech International S.A.,” covers members of the Company’s board of directors and its executive officers (including the principal executive officer, principal financial officer and controller) as well as all other employees. The code of ethics addresses, among other things, the following items: • Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • Full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Commission and in other public communications made by us; • Compliance with applicable governmental laws, rules and regulations; • The prompt internal reporting to an appropriate person or persons identified in the code of violations of any of the provisions described above; and • Accountability for adherence to the code. Any amendments or waivers of the code of ethics for members of the Company’s board of directors or executive officers will be disclosed in the investor relations section of the Company’s Web site within five business days following the date of the amendment or waiver and will also be disclosed either on a Form 6-K or the Company’s next Form 20-F filing. During fiscal year 2007, no waivers or amendments were made to the code of ethics for any Director or Executive Officer. Logitech’s code of ethics is available on the Company’s Web site at www.logitech.com, and for no charge, a copy of the Company’s code of ethics can be requested via the following address or phone number: Logitech Investor Relations 6505 Kaiser Drive Fremont, CA 94555 USA Main 510-795-8500 62
Page 1 and 2:
LOGITECH INTERNATIONAL SA FORM 20-F
Page 3 and 4:
Table of Contents Part I TABLE OF C
Page 5 and 6:
Table of Contents PART I ITEM 1. ID
Page 7 and 8:
Table of Contents The following tab
Page 9 and 10:
Table of Contents market, and a tre
Page 11 and 12: Table of Contents enforcement of le
Page 13 and 14: Table of Contents If we do not succ
Page 15 and 16: Table of Contents Labtec - Audio. I
Page 17 and 18: Table of Contents • The One-Touch
Page 19 and 20: Table of Contents wireless rear sat
Page 21 and 22: Table of Contents such as Popular M
Page 23 and 24: Table of Contents most new PCs can
Page 25 and 26: Table of Contents enabling a broad
Page 27 and 28: Table of Contents Audio The Company
Page 29 and 30: Table of Contents Customer Service
Page 31 and 32: Table of Contents jurisdictions. Lo
Page 33 and 34: Table of Contents product throughou
Page 35 and 36: Table of Contents We base our estim
Page 37 and 38: Table of Contents Share-Based Compe
Page 39 and 40: Table of Contents disclosures assoc
Page 41 and 42: Table of Contents sales growth in a
Page 43 and 44: Table of Contents The decrease in n
Page 45 and 46: Table of Contents Gross Profit Gros
Page 47 and 48: Table of Contents The Company’s n
Page 49 and 50: Table of Contents During fiscal yea
Page 51 and 52: Table of Contents Purchase Obligati
Page 53 and 54: Table of Contents (1) Beneficial ow
Page 55 and 56: Table of Contents SWX Swiss Exchang
Page 57 and 58: Table of Contents D. Selling Shareh
Page 59 and 60: Table of Contents Withholding Tax U
Page 61: Table of Contents If the U.S. dolla
Page 65 and 66: Table of Contents ITEM 17. FINANCIA
Page 67 and 68: Table of Contents SIGNATURES The re
Page 69 and 70: Table of Contents REPORT OF THE IND
Page 71 and 72: Table of Contents LOGITECH INTERNAT
Page 75 and 76: Table of Contents Note 1 — The Co
Page 79 and 80: Table of Contents Impairment of Lon
Page 97 and 98: Table of Contents Note 17 — Inter
Page 101 and 102: LOGITECH INTERNATIONAL S.A. LIST OF
Page 103 and 104: CONSENT OF INDEPENDENT REGISTERED P
Page 105 and 106: REPORT ON CORPORATE GOVERNANCE Logi
Page 107 and 108: An additional 40 million shares hav
Page 109 and 110: The Company has not issued non-voti
Page 111 and 112: Trustees of the Santa Fe Institute,
Page 113 and 114:
is responsible for leading the tran
Page 115 and 116:
(4) Mr. Okamoto will retire from th
Page 117 and 118:
Compensation Committee The Compensa
Page 119 and 120:
the Chairman and the Chief Executiv
Page 121 and 122:
eight years at Weiser Lock, a divis
Page 123 and 124:
During 2007, stock option grants to
Page 125 and 126:
proceedings that may arise by reaso
Page 127 and 128:
5.7 Additional Fees and Remuneratio
Page 129 and 130:
Shareholders is sent and re-opens o
Page 131 and 132:
Independent Registered Public Accou
Page 133 and 134:
LOGITECH INTERNATIONAL S.A. Consoli
Page 135 and 136:
I, Mark J. Hawkins, certify that: C
show all

LOGITECH INTERNATIONAL SA - Shareholder.com

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?