LeapFrog 2008 Annual Report Download - page 129

review of such other matters deemed relevant and appropriate by the audit committee, the audit committee
recommended to the board of directors that the financial statements be included in LeapFrog’s 2008 Annual
Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2008.
Oversight of Independent Registered Public Accounting Firm
The audit committee appoints the independent registered public accounting firm and reviews their
performance and independence from management. The audit committee has also received the written disclosures
and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding Ernst &
Young LLP’s communications with the audit committee concerning independence, and has discussed with
Ernst & Young LLP the independent accountants’ independence from the company. Ernst & Young LLP
reported that it is independent under applicable standards in connection with its audit opinion for the company’s
2008 financial statements.
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, provided that, as allowed under its charter, the audit
committee has delegated to the chair of the audit committee the authority to grant such pre-approvals, provided
that all approvals made by the chair 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 fees paid to the independent registered public accounting
firm for services performed for fiscal year 2008 are disclosed in this report under “Proposal Two—Ratification of
Selection of Independent Registered Public Accounting Firm—Independent Registered Public Accounting Firm
Fee Information.”
Oversight of Assessment of Internal Control Over Financial Reporting
During 2008, management documented, tested and evaluated the company’s internal control over financial
reporting pursuant to the requirements of the Sarbanes-Oxley Act of 2002. The audit committee was kept
apprised of the company’s progress by management and the independent registered public accounting firm at
each regularly scheduled committee meeting as well as at specially scheduled meetings. At the conclusion of the
assessments, management and Ernst & Young LLP each provided the audit committee with its report on the
effectiveness of the company’s internal control over financial reporting. The committee reviewed management’s
assessment and the independent registered public accounting firm’s opinion on the effectiveness of internal
control over financial reporting that were included in the company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2008.
Audit Committee
E. Stanton McKee, Jr. (Chairman)
Stanley E. Maron
Caden Wang
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