LeapFrog 2010 Annual Report Download - page 136

2011, now serves as the Chairman of the Board. Mr. Katz served as Chairman of the Board until February 2010
and as Executive Chairman between March 2010 and March 2011. As Chairman, Mr. Chiasson continues to have
an active role in consulting with our senior management and board regarding LeapFrog’s business strategy and
technology and product direction. The regular duties of the Chairman of the Board are described in our bylaws,
which provide that the Chairman presides over meetings of the board of directors and at meetings of our
stockholders, and performs any other duties commonly incident to the office or designated by our board of
directors. The Chairman role will include typical board chair duties such as serving as a liaison between the other
board members and management, reviewing and approving materials to be sent to the board of directors, working
with management and other directors to develop agendas for meetings of the board of directors, helping build
consensus on proposed actions of the board of directors, and serving as the chair of meetings of the board of
directors.
In his position as Chairman, Mr. Chiasson will have substantial authority to shape the work of the board of
directors. Even though he is not “independent” within the meaning of the NYSE listing standards, we believe that
his status as a non-management director performing this board leadership role will help to reinforce the board’s
independence from management in their oversight of our business and affairs. In addition, we believe that having
a non-management Chairman will serve to create an environment that is conducive to objective evaluation and
oversight of management’s performance and related compensation, increasing management accountability and
improving the ability of the board of directors to monitor whether management’s actions are in our best interests
and those of our stockholders. As a result, we believe the current leadership structure of our board of directors
contributes to its effectiveness as a whole and, as a result, is the most appropriate structure for us at the present
time. In addition, we believe Mr. Chiasson’s role in consulting with senior management and members of the
board of directors facilitates regular open and direct communication between directors and our management,
helping to coordinate the actions of management with direction provided by the board of directors.
Thomas J. Kalinske, who served as our Chief Executive Officer from September 1997 to March 2002 and
again from February 2004 to July 2006, serves as the Vice Chairman of the board of directors and would
generally preside over any meetings and executive sessions of the board of directors if Mr. Chiasson were not
present. Mr. Kalinske provides industry experience and his perspective as a former CEO of LeapFrog to
management as part of his Vice Chairman role.
Role of Board in Risk Oversight
One of the key functions of our board of directors is informed oversight of our risk management process.
The board of directors does not have a standing risk management committee, but rather administers this oversight
function directly through the board of directors as a whole, as well as through the audit committee, which is
responsible for discussing guidelines and policies to govern the process by which risk assessment and
management is undertaken. In addition, other standing committees of the board of directors address risks inherent
in their respective areas of oversight. It is the responsibility of the committee chairs to report findings regarding
material risk exposures to the board of directors as quickly as possible.
Our board of directors and board committees oversee risk, including operational risk, liquidity risk and
credit risk, in a variety of ways, including the following:
• The full board of directors engages in extensive discussion with our executive team on a regular basis
concerning the risks facing the Company and how best to manage them. Board of director meetings
generally include detailed discussion among board members, management and professional advisors
regarding material risks we face as an enterprise, including operational and financial risks. Our
management provides information to the board of directors regarding our approach to material risks, both
at meetings and in regular informal discussions, and takes extensive guidance from the board of directors
in decision-making with respect to such matters. In addition, the board of directors and audit committee
generally review the disclosures in our Annual Report on Form 10-K, including the risk factors. The audit
committee reviews the Annual Report on Form 10-K in detail and also reviews and discusses with
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