LeapFrog 2009 Annual Report Download - page 141

practices the board intends to follow with respect to board composition and selection, board meetings and
involvement of senior management, Chief Executive Officer performance evaluations and succession planning,
and board committees and compensation. The nominating and corporate governance committee assists the board
in implementing and adhering to the Corporate Governance Guidelines.
Corporate Governance Materials
Our Corporate Governance Guidelines, as well as the charters for each committee of the board, are posted
on the investor relations section of our website at www.leapfroginvestor.com under Corporate Governance. In
addition, stockholders may obtain a print copy of our Corporate Governance Guidelines as well as the charters of
our audit committee, compensation committee and nominating and corporate governance committee by writing
to our Corporate Secretary at 6401 Hollis Street, Emeryville, California 94608.
CODE OF ETHICS
We have adopted the LeapFrog Code of Business Conduct and Ethics that applies to all officers, directors
and employees. Our Code of Business Conduct and Ethics and our Corporate Governance Guidelines are
available on the investor relations section of our website at www.leapfroginvestor.com under Corporate
Governance. Stockholders may also obtain a print copy of our Code of Business Conduct and Ethics and our
Corporate Governance Guidelines by writing to our Corporate Secretary at 6401 Hollis Street, Emeryville,
California 94608. If we make any substantive amendments to our Code of Business Conduct and Ethics or grant
any waiver from a provision of the Internal Revenue Code to any executive officer or director, we will promptly
disclose the nature of the amendment or waiver on the investor relations section of our website at
www.leapfroginvestor.com under Corporate Governance.
STOCKHOLDER COMMUNICATIONS WITH DIRECTORS
LeapFrog’s board has adopted a formal process by which stockholders may communicate with the board or
any of its directors, including the Executive Chairman, or to the non-management or independent directors
generally. Stockholders and other interested parties who wish to communicate with the board or any of the
directors may do so by sending written communications addressed to the Corporate Secretary of LeapFrog at
6401 Hollis Street, Emeryville, California 94608. The board has established procedures for how we should deal
with all direct communications. The board has directed that all communications will be compiled by our
Corporate Secretary and submitted to the board or the individual directors on a periodic basis. These
communications will be reviewed by our Corporate Secretary, who will determine whether they should be
presented to the board. The purpose of this screening is to allow the board to avoid having to consider irrelevant
or inappropriate communications (such as advertisements and solicitations). The screening procedures have been
approved by a majority of the non-management directors of the board. Directors may at any time request that we
forward to them immediately all communications received by us. All communications directed to the audit
committee in accordance with the procedures set forth in this paragraph that relate to accounting, internal
accounting controls or auditing matters involving LeapFrog will be promptly and directly forwarded to the audit
committee. A summary of these communication procedures is posted on our website at
www.leapfroginvestor.com under Corporate Governance.
35