LeapFrog 2004 Annual Report Download - page 127

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• reviews the financial statements to be included in LeapFrog’s annual report on Form 10-K and
quarterly reports on Form 10-Q, financial press releases and other financial disclosures; and
• discusses with management and the independent registered public accounting firm the results of the
annual audit and the results of LeapFrog’s quarterly financial statements.
In 2004, our Audit Committee was comprised of three directors: Messrs. McKee, Berg and Resnick. It met
11 times during our 2004 fiscal year. As of February 2005, our Audit Committee was comprised of two directors:
Messrs. McKee and Resnick, and as of April 2005, our Audit Committee was comprised of three directors:
Messrs. McKee, Smith and Wang. The board has determined that all members of LeapFrog’s Audit Committee
are independent (as independence is defined in Section 303A.02 of the NYSE listing standards). The Audit
Committee has adopted a written Audit Committee Charter that is attached to this proxy statement as Appendix
A and is also posted on our website at www.leapfroginvestor.com.
Our board of directors has determined that Mr. McKee, the chairman of our Audit Committee, qualifies as
an “audit committee financial expert,” as defined in applicable SEC rules. The board made a qualitative
assessment of Mr. McKee’s level of knowledge and experience based on a number of factors, including his
formal education and experience as a chief financial officer for a public reporting company.
COMPENSATION COMMITTEE
The Compensation Committee reviews and approves the overall compensation strategy and policies for
LeapFrog. The Compensation Committee reviews and approves corporate performance goals and objectives
relevant to the compensation of LeapFrog’s executive officers and other senior management; reviews and
approves the compensation and other terms of employment of LeapFrog’s Chief Executive Officer; recommends
to the board for approval the compensation and other terms of employment of the other executive officers; and
administers LeapFrog’s stock option and purchase plans, stock bonus plans and other similar programs.
LeapFrog also has a Non-Officer Stock Option Committee, currently made up of LeapFrog’s Chief Executive
Officer and President, that may award stock options to employees below the Vice President level provided that
this committee is not authorized to grant an option for greater than 10,000 shares of our common stock and the
board determines the maximum number of total options that the committee may grant in any given year. The
board has determined that all members of LeapFrog’s Compensation Committee are independent (as
independence is defined in Section 303A.02 of the NYSE listing standards). In 2004, three directors comprised
the Compensation Committee: Dr. Munitz and Messrs. Berg and Resnick. The Compensation Committee met six
times during our 2004 fiscal year. As of February 2005, two directors comprised the Compensation Committee:
Dr. Munitz and Mr. Resnick. As of April 2005, Messrs. Wang and Fink are the two directors who comprise the
Compensation Committee. LeapFrog’s Nominating and Corporate Governance Committee is seeking new
directors to join our board, one of whom may be appointed to the Compensation Committee to serve with
Messrs. Wang and Fink. The Compensation Committee has adopted a written Compensation Committee Charter
that is posted on our website at www.leapfroginvestor.com.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The Nominating and Corporate Governance Committee, or Governance Committee, of the board of
directors is responsible for identifying, reviewing and evaluating candidates to serve as directors on our board
(consistent with criteria approved by the board), reviewing and evaluating incumbent directors, recommending to
the board for selection candidates for election to the board of directors, making recommendations to the board
regarding the membership of the committees of the board, assessing the performance of management and the
board, and developing a set of corporate governance principles for LeapFrog. Our Governance Committee
charter is posted on our website at www.leapfroginvestor.com. In 2004, our Governance Committee was
comprised of two directors: Messrs. Fink and Berg. As of February 2005, it was comprised of one director, our
Chairman, Mr. Fink, and as of April 2005, our Governance Committee was comprised of two directors: Messrs.
Fink and Smith. All members of the Governance Committee are independent (as independence is defined in
Section 303A.02 of the NYSE listing standards).
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