LeapFrog 2008 Annual Report Download - page 114

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Audit-Related Fees
The aggregate fees billed by Ernst & Young LLP for audit-related services totaled $11,000 in 2008, which
consisted of fees related to an SEC letter review and a Form S-8 registration filing with the SEC, and $38,000 in
2007, which consisted of fees related to an analysis of FASB Interpretation Number 48 and a Form S-8
registration statement filing with the SEC.
Tax Fees
There were no fees paid to Ernst & Young LLP for tax services in 2008 and 2007.
All Other Fees
There were no other fees paid to Ernst & Young LLP in 2008 and 2007.
Pre-Approval Procedures of Audit and Non-Audit Services by the Independent Registered Public
Accounting Firm
As set forth in its charter, the audit committee must pre-approve all audit and non-audit services performed
by the independent registered public accounting firm. As allowed under its charter, the audit committee has
delegated to the Chairman of the audit committee, Mr. E. Stanton McKee, Jr., the authority to grant such
pre-approvals, provided that all approvals made by the Chairman are presented to the full audit committee for its
ratification at each of its scheduled meetings. In determining whether to approve audit and non-audit services to
be performed by Ernst & Young LLP, the audit committee takes into consideration the fees to be paid for such
services and whether the fees would affect the independence of the independent registered public accounting firm
in performing its audit function. In addition, when determining whether to approve non-audit services to be
performed by Ernst & Young LLP, the audit committee considers whether the performance of such services is
compatible with maintaining the independence of the independent registered public accounting firm in
performing its audit function, and under no circumstances will the non-audit services include the prohibited
activities set forth in Section 201 of the Sarbanes-Oxley Act of 2002. The audit committee has determined that
the rendering of the services other than audit services by Ernst & Young LLP in 2008 and 2007 was compatible
with maintaining the registered public accounting firm’s independence.
The Board of Directors recommends a vote FOR Proposal Two.
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