LeapFrog 2012 Annual Report Download - page 110

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COMMITTEES OF THE BOARD
In 2012, our board of directors had three standing committees: an audit committee, a compensation
committee and a nominating and corporate governance committee. Each of the committees has authority to
engage legal counsel or other experts or consultants, as it deems appropriate, to carry out its responsibilities.
The following table provides membership and meeting information for each of the board committees in 2012:
Member of our board of directors in 2012 Audit Compensation
Nominating and
Corporate
Governance
Thomas J. Kalinske ...................... X
(1)
Paul T. Marinelli ........................ X
(2)
Stanley E. Maron ........................ X X X
E. Stanton McKee, Jr. ..................... X* X
David C. Nagel ......................... X*
(2)
Randy O. Rissman ....................... X*
(1)
Philip B. Simon ......................... X
(2)
Caden C. Wang ......................... X X*
Total meetings in fiscal 2012 ................ 5 10 4
* Committee chair in 2012
(1) Indicates committee service after June 2012.
(2) Indicates committee service until June 2012.
The board of directors concluded that each of the board members currently serving on a committee is
‘‘independent’’ as defined in the NYSE listing standards. The committees on which Messrs. Simon and
Marinelli previously served (the compensation committee and nominating and corporate governance
committee, respectively) were not required to be composed entirely of independent directors until
December 27, 2012, because we were 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.’’ As the result of changes in our committee memberships, the committees consisted entirely of
independent directors by June 2012, in compliance with NYSE listing standards.
Below is a description of each committee 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 our
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 our internal audit function;
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