LeapFrog 2009 Annual Report Download - page 134

Committees of the Board
In 2009, our board had three standing committees: an audit committee, a compensation committee, and a
nominating and corporate governance committee. The following table provides membership and meeting
information for each of the board committees in fiscal 2009:
Member of our board of directors in the fiscal year 2009 Audit Compensation
Nominating and
Corporate
Governance
Paul T. Marinelli(1) ............................................ X
Stanley E. Maron .............................................. X X X
E. Stanton McKee, Jr.(2) ........................................ X* X
David C. Nagel ............................................... X*
Philip B. Simon(1) ............................................. X
Caden Wang(3) ............................................... X X X*
Steven B. Fink(4) .............................................. X X
Ralph R. Smith(4) ............................................. X X*
Total meetings in fiscal 2009(5) .................................. 8 6 7
* Committee chair in 2009
(1) Messrs. Marinelli and Simon were appointed to the nominating and corporate governance committee and
compensation committee, respectively, in March 2009.
(2) Mr. McKee was appointed to the compensation committee in July 2009
(3) Mr. Wang was appointed as chair of the nominating and corporate governance committee in March 2009.
(4) Messrs. Fink and Smith resigned as directors in March 2009.
(5) The compensation committee and nominating and corporate governance committee had three combined
meetings during 2009. Compensation committee meeting totals do not include meetings of a performance
compensation award subcommittee of the compensation committee (described in more detail below under
“Compensation Committee,” whether they were held concurrently with a compensation committee meeting
or separately.
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.
While the board did not conclude that Messrs. Simon and Marinelli were “independent” as defined in the NYSE
listing standards, the committees to which they were appointed (compensation committee and nominating and
corporate governance committee, respectively) are not required to be composed entirely of independent directors
because we are a “controlled company,” as discussed in more detail above under “Board of Directors and
Corporate Governance—Board of Directors—Independence of the Board of Directors.”
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 Exchange Act, 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;
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