LeapFrog 2005 Annual Report Download - page 124

INDEPENDENCE OF THE BOARD OF DIRECTORS
As required under the New York Stock Exchange, or NYSE, listing standards, a majority of the members of
a listed 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. In addition, our board of directors
has adopted categorical standards of independence to assist the board in its determination of director
independence. The categorical standards are attached as Appendix A to this Proxy Statement.
Consistent with these considerations, after review of all relevant transactions or relationships between each
director, or any of his family members and LeapFrog, our senior management and our independent registered
public accounting firm, 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, and Mr. Rioux, who was our acting Chief Operating Officer from October 2002 to
August 2003 and served as an advisor to Mr. Kalinske until June 2005. Our board of directors has also
affirmatively determined that, pursuant to the categorical standards adopted by our board, none of the
independent directors has a material relationship with LeapFrog.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
In April 2004, our 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 SEC rules adopted to implement provisions of the Sarbanes-
Oxley Act of 2002. 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. The
Corporate Governance Guidelines, as well as the charters for each committee of the board, are posted on the
investor relations section of our website at www.leapfroginvestor.com. In addition, stockholders may obtain a
print copy of our Corporate Governance Guidelines by writing to our Corporate Secretary at 6401 Hollis Street,
Suite 100, Emeryville, California 94608.
As required under NYSE listing standards, in fiscal 2005 our independent directors met five times in
regularly scheduled executive sessions at which only independent directors were present. Steven B. Fink, the
Chairman of our board of directors, presided over each of 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 Secretary at 6401
Hollis Street, Suite 100, Emeryville, California 94608. If no particular director is named, letters will be
forwarded, depending on the subject matter, to the chair of the Audit, Compensation or Nominating and
Corporate Governance Committee.
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