LeapFrog 2004 Annual Report Download - page 128

The Governance Committee believes that candidates for director should have certain minimum
qualifications, including being able to read and understand basic financial statements, being over 21 years of age
and having the highest personal integrity and ethics. The Governance Committee also intends to consider such
factors as possessing relevant expertise upon which to be able to offer advice and guidance to management,
having sufficient time to devote to the affairs of LeapFrog, demonstrated excellence in his or her field, having the
ability to exercise sound business judgment and having the commitment to rigorously represent the long-term
interests of our stockholders. However, the Governance Committee retains the right to modify these
qualifications from time to time. Candidates for director nominees are reviewed in the context of the current
composition of the board, the operating requirements of LeapFrog and the long-term interests of stockholders. In
conducting this assessment, the Governance Committee considers diversity, age, skills, and such other factors as
it deems appropriate given the current needs of the board and LeapFrog, to maintain a balance of knowledge,
experience and capability. In the case of incumbent directors, the Nominating and Corporate Governance
Committee reviews such directors’ overall service to LeapFrog during their term, including the number of
meetings attended, level of participation, quality of performance, and any other relationships and transactions
that might impair such directors’ independence. In the case of new director candidates, the Governance
Committee also determines whether the nominee must be independent for NYSE purposes, which determination
is based upon applicable NYSE listing standards, applicable SEC rules and regulations and the advice of counsel,
if necessary. The Governance Committee uses its network of contacts to compile a list of potential candidates,
but may also engage, if it deems appropriate, a professional search firm. The Governance Committee conducts
any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after
considering the function and needs of the board. The Governance Committee meets to discuss and consider such
candidates’ qualifications and then selects a nominee for recommendation to the board by majority vote. In 2004,
our board engaged a third party to assist us in the process of identifying and evaluating director candidates. This
third party search firm identified Caden Wang as a potential candidate for our board of directors. To date,
LeapFrog has not received a timely director nominee from a stockholder or stockholders holding more than 5%
of our voting stock.
The Governance Committee will consider director candidates recommended by stockholders. The
Governance Committee does not intend to alter the manner in which it evaluates candidates, including the
minimum criteria set forth above, based on whether the candidate was recommended by a stockholder or not.
Stockholders who wish to recommend individuals for consideration by the Governance Committee to become
nominees for election to the board may do so by delivering a written recommendation to the Governance
Committee at the following address: Chairman of the Governance Committee 器Corporate Secretary of
LeapFrog at 6401 Hollis Street, Suite 150, Emeryville, California 94608, at least 120 days prior to the
anniversary date of the mailing of the our proxy statement for the last annual meeting of stockholders, which for
our 2006 annual meeting of stockholders is a deadline of December 29, 2005. Submissions must include the full
name of the proposed nominee, a description of the proposed nominee’s business experience for at least the
previous five years, complete biographical information, a description of the proposed nominee’s qualifications as
a director and a representation that the nominating stockholder is a beneficial or record owner of our common
stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named
as a nominee and to serve as a director if elected.
MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended December 31, 2004, the board of directors held five meetings and acted by
unanimous written consent one time. Each incumbent director attended at least 75% of the aggregate of the
meetings of the board, and of the committees on which he served, held during the period for which he was a
director or committee member, respectively.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
LeapFrog’s board has adopted a formal process by which stockholders may communicate with the board or
any of its directors. Stockholders who wish to communicate with the board may do so by sending written
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