LeapFrog 2009 Annual Report Download - page 140

ability to exercise sound business judgment and having the commitment to rigorously represent the long-term
interests of our stockholders. However, the governance committee retains the right to modify these qualifications
from time to time.
Candidates for director nominees are reviewed in the context of the current composition of the board, the
operating requirements of LeapFrog and the long-term interests of stockholders. In conducting this assessment,
the governance committee considers diversity, age, skills, and such other factors as it deems appropriate given
the current needs of the board and LeapFrog, to maintain a balance of knowledge, experience and capability.
While our board and governance committee do not have a policy regarding the consideration of diversity in
identifying director nominees, the governance committee may include in its consideration of director candidates
an assessment of the current composition of the board, and how it may be possible to strengthen the board’s
diversity by adding individuals who could add to the breadth of the board’s overall experiences and perspectives.
This may include selecting candidates with gender, ethnic, national or other backgrounds that are different from
those already represented on the board at the time of consideration.
In the case of incumbent directors, the governance committee reviews these directors’ overall service to
LeapFrog during their terms, including the number of meetings attended, level of participation, quality of
performance, and any other relationships and transactions that might impair such directors’ independence. In the
case of new director candidates, the governance committee also determines whether the nominee must be
independent for NYSE purposes, which determination is based upon applicable NYSE listing standards,
applicable SEC rules and regulations and the advice of counsel, if necessary.
The governance committee uses its network of contacts to compile a list of potential candidates, but may
also engage, if it deems appropriate, a professional search firm. The governance committee conducts any
appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after
considering the function and needs of the board. The governance committee meets to discuss and consider the
candidates’ qualifications and then selects a nominee for recommendation to the board by majority vote.
The governance committee will consider director candidates recommended by stockholders. The
governance committee does not intend to alter the manner in which it evaluates candidates, including the
minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. To
date, LeapFrog has not received a timely recommendation for a director nominee for the 2010 annual meeting
from a stockholder or stockholders holding more than 5% of our voting stock. Stockholders who wish to
recommend individuals for consideration by the governance committee to become nominees for election to the
board may do so by delivering a written recommendation to the governance committee at the following address:
Chair of the nominating and corporate governance committee c/o Corporate Secretary of LeapFrog at 6401 Hollis
Street, Emeryville, California 94608, at least 120 days prior to the anniversary date of the mailing of our proxy
statement for the last annual meeting of stockholders, which for our 2011 annual meeting of stockholders is a
deadline of December 22, 2010. Submissions must include the full name of the proposed nominee, a description
of the proposed nominee’s business experience for at least the previous five years, complete biographical
information, a description of the proposed nominee’s qualifications as a director and a representation that the
nominating stockholder is a beneficial or record owner of our Class A common stock. Any such submission must
be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a
director if elected.
CORPORATE GOVERNANCE
Corporate Governance Guidelines
Our board has adopted written Corporate Governance Guidelines to assure that the board will have the
necessary authority and practices in place to review and evaluate our business operations as needed and to make
decisions that are independent of our management. The guidelines are also intended to align the interests of
directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the
34