LeapFrog 2003 Annual Report Download - page 114

INDEPENDENCE OF THE BOARD OF DIRECTORS
As required under the New York Stock Exchange, or NYSE, listing standards, a majority of the members of
alisted company’s board of directors must qualify as “independent,” as affirmatively determined by the board of
directors. Our board consults with our legal counsel to ensure that its determinations are consistent with all
relevant securities and other laws and regulations regarding the definition of “independent,” including those set
forth in pertinent listing standards of the NYSE, as in effect from time to time.
Consistent with these considerations, after review of all relevant transactions or relationships between each
director, or any of his or her family members and LeapFrog, our senior management and our independent
auditors, our board of directors affirmatively has determined that all of LeapFrog’s directors are independent
directors within the meaning of the applicable NYSE listing standards, except for Mr. Kalinske, our Chief
Executive Officer, Mr. Wood, our Chief Vision and Creative Officer, Mr. Perez, our President, and Mr. Rioux,
who was our acting Chief Operating Officer from October 2002 to August 2003.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
In April 2004, the board of directors documented the governance practices followed by LeapFrog by
adopting Corporate Governance Guidelines to assure that the board will have the necessary authority and
practices in place to review and evaluate our business operations as needed and to make decisions that are
independent of our management. The guidelines are also intended to align the interests of directors and
management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the
board will follow with respect to board composition and selection, board meetings and involvement of senior
management, Chief Executive Officer performance evaluation and succession planning, and board committees
and compensation. The Corporate Governance Guidelines were adopted by the board to, among other things,
reflect changes to the NYSE listing standards and Securities and Exchange Commission rules adopted to
implement provisions of the Sarbanes-Oxley Act of 2002. The Corporate Governance Guidelines, as well as the
charters for each committee of the board, will be posted on the investor relations section of our website at
www.leapfrog.com no later than the date of our 2004 annual meeting of stockholders. In addition, stockholders
may obtain a print copy of our Corporate Governance Guidelines by writing to our Corporate Counsel at 6401
Hollis Street, Suite 150, Emeryville, CA 94608. In April 2004, the board of directors formed a Nominating and
Corporate Governance Committee to assist the board in implementing and enforcing the Corporate Governance
Guidelines.
As required under new NYSE listing standards, our independent directors will meet in regularly scheduled
executive sessions at which only independent directors are present. Steven B. Fink, the Chairman of our board of
directors, will preside over these executive sessions. Persons interested in communicating with the independent
directors with their concerns or issues may address correspondence to a particular director, or to the independent
directors generally, in care of LeapFrog’s Corporate Counsel at 6401 Hollis Street, Suite 150, Emeryville, CA
94608. If no particular director is named, letters will be forwarded, depending on the subject matter, to the
Chairman of the Audit, Compensation, or Nominating and Corporate Governance Committees.
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