LeapFrog 2010 Annual Report Download - page 138

(1) The board of directors and the compensation committee had five combined meetings during 2010.
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 of directors 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 of directors 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;
• reviews and approves the retention of the independent registered public accounting firm to perform any
proposed permissible non-audit services;
• monitors the rotation of partners of the independent registered public accounting firm on LeapFrog’s
engagement as required by law;
• confers with management and the independent registered public accounting firm regarding the
effectiveness of internal control over financial reporting;
• reviews, assesses and approves the annual audit plan for LeapFrog’s internal audit function;
• establishes procedures, as required under applicable law, for the receipt, retention and treatment of
complaints received by us regarding accounting, internal accounting controls or auditing matters and
the confidential and anonymous submission by employees of concerns regarding questionable
accounting or auditing matters;
• reviews the financial statements to be included in LeapFrog’s Annual Report on Form 10-K (and
recommends to the board inclusion of the audited financial statements in the annual report) and in
LeapFrog’s quarterly reports on Form 10-Q and other financial disclosures;
• discusses policies with respect to risk assessment and risk management;
• assists in board oversight of our compliance with legal and regulatory requirements; and
• discusses with management and the independent registered public accounting firm the results of the
annual audit and the results of LeapFrog’s quarterly financial statements.
The audit committee is currently composed of three directors: Messrs. McKee (Chair), Maron and Wang.
The audit committee met six times during our 2010 fiscal year. The board has determined that all members of
LeapFrog’s audit committee are independent (as independence is defined in Section 303A.02 of the NYSE listing
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