LeapFrog 2008 Annual Report Download - page 122

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
BOARD OF DIRECTORS
Independence of the Board of Directors
We are a “controlled company” within the meaning of the New York Stock Exchange, or NYSE, listing
standards because Mollusk Holdings holds more than 50% of the voting power of our outstanding shares. This
status provides an exception to the requirements of the NYSE that a majority of the members of a listed
company’s board of directors qualify as “independent,” as defined in the NYSE listing standards, as affirmatively
determined by the board of directors, and that our compensation committee and nominating and corporate
governance committee be composed entirely of independent directors. However, under NYSE regulations, our
non-management directors, including directors that may not qualify as “independent,” must still meet at regularly
scheduled executive sessions without management present and our audit committee must still be composed
entirely of independent 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 were provided as Appendix A to our proxy statement for our 2008 Annual Meeting of
Stockholders filed with the SEC on April 21, 2008.
Consistent with these considerations, after review of all relevant transactions or relationships between each
director, or any of his family members and us, our senior management and our independent registered public
accounting firm, our board of directors affirmatively has determined that all of our directors are independent
directors within the meaning of the applicable NYSE listing standards, except for Mr. Katz, our Chairman, CEO
and President, Mr. Kalinske, our former Chief Executive Officer, Mr. Simon, President of Lawrence Investments,
which controls Mollusk Holdings, and Mr. Marinelli, Vice President of Lawrence Investments. 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 us.
Meetings
During the fiscal year ended December 31, 2008, the board of directors held nine meetings. Each director
attended at least 75% of the aggregate number of meetings of the board and of the committees on which the
director served, held during the portion of the last fiscal year during which he was a director or committee
member.
As required under NYSE listing standards, in fiscal 2008 our non-management directors of the full board of
directors met three times in regularly scheduled executive sessions at which only non-management directors were
present. Steven B. Fink, the Chairman of our board of directors in 2008, 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 non-management or independent directors generally, in
care of our Corporate Secretary at 6401 Hollis Street, 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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