LeapFrog 2007 Annual Report Download - page 149

Committees of the Board
In 2007, our board had four committees: an audit committee, a compensation committee, a nominating and
corporate governance committee and a strategy committee. The strategy committee was dissolved by the board in
July 2007. The following table provides membership and meeting information for each of the board committees
in 2007:
Member of our board of directors in the fiscal year 2007 Audit Compensation
Nominating and
Corporate
Governance Strategy
Steven B. Fink ........................................ X X* X*
Stanley E. Maron ...................................... X
E. Stanton McKee, Jr. .................................. X*
David C. Nagel ........................................ X* X
Ralph R. Smith ........................................ X X
Caden Wang .......................................... X X X
Total meetings in fiscal year 2007 ......................... 11 5 4 0
* Committee Chairman
Below is a description of each committee of the board of directors. Each of the committees has authority to
engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The
board of directors has determined that each member of each committee meets the applicable rules and regulations
regarding “independence” and that each member is free of any relationship that would interfere with his
individual exercise of independent judgment with regard to LeapFrog.
AUDIT COMMITTEE
The audit committee of our board of directors was established by our board in accordance with Section
(3)(a)(58)(A) of the Securities Exchange Act of 1934 and oversees our corporate accounting and financial
reporting process and the audits of our financial statements. For this purpose, the audit committee performs
several functions. Among other things, the audit committee:
• evaluates the performance of and assesses the qualifications of the independent registered public
accounting firm;
• determines the engagement of the independent registered public accounting firm;
• determines whether to retain or terminate the existing independent registered public accounting firm or
to appoint and engage a new independent registered public accounting firm;
• reviews and approves the retention of the independent registered public accounting firm to perform any
proposed permissible non-audit services;
• monitors the rotation of partners of the independent registered public accounting firm on LeapFrog’s
engagement team as required by law;
• confers with management and the independent registered public accounting firm regarding the
effectiveness of internal control over financial reporting;
• 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
quarterly reports on Form 10-Q and other financial disclosures; and
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