LeapFrog 2012 Annual Report Download - page 111
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• establishes procedures, as required under applicable law, for the receipt, retention and treatment of
complaints received by us regarding accounting, internal accounting controls or auditing matters and
the confidential and anonymous submission by employees of concerns regarding questionable
accounting or auditing matters;
• reviews the financial statements to be included in LeapFrog’s Annual Report on Form 10-K (and
recommends to the board inclusion of the audited financial statements in the annual report) and in
LeapFrog’s quarterly reports on Form 10-Q and other financial disclosures;
• discusses policies with respect to risk assessment and risk management;
• assists in board oversight of our compliance with legal and regulatory requirements; and
• discusses with management and the independent registered public accounting firm the results of the
annual audit and the reviews of LeapFrog’s quarterly financial statements.
The audit committee is currently composed of three directors: Messrs. McKee (Chair), Maron and Wang.
The audit committee met five times during our 2012 fiscal year. The board has determined that all members of
LeapFrog’s audit committee are independent (as defined in Section 303A.02 of the NYSE listing standards)
and meet the independence requirements for audit committee members as set forth in Section 10A(m)(3) of
the Exchange Act and Rule 10A-3(b) promulgated under the Exchange Act. None of our audit committee
members simultaneously serves on the audit committees of more than three companies. Our board of directors
has determined that Mr. McKee, the Chair of our audit committee, and Mr. Wang, each qualify as an ‘‘audit
committee financial expert,’’ as defined in applicable SEC rules. In doing so, the board of directors made a
qualitative assessment of Messrs. McKee’s and Wang’s level of knowledge and experience based on a number
of factors, including their formal education and experience, in the case of Mr. McKee, as a chief financial
officer for a public reporting company, and in the case of Mr. Wang, as chief financial officer for various
privately-held companies and as the chair of the audit committee of another public reporting company.
The audit committee has adopted a written audit committee charter that is posted on our website at
www.leapfroginvestor.com under the heading ‘‘Corporate Governance.’’
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