LeapFrog 2012 Annual Report Download - page 115

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recommending to the board of directors for selection candidates for election to the board of directors, making
recommendations to the board of directors regarding the membership of the committees of the board of
directors, assessing the performance of the board of directors, reviewing the compensation paid to
non-employee directors for their service on our board of directors and its committees, and developing a set of
corporate governance principles.
When searching for new board members, the nominating and corporate 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 nominating and corporate 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 nominating and corporate governance committee meets to discuss and
consider the candidates’ qualifications and then selects a nominee for recommendation to the board by
majority vote.
The nominating and corporate governance committee will consider director candidates recommended by
stockholders. The nominating and corporate 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. Stockholders who wish to recommend individuals for
consideration by the nominating and corporate governance committee to become nominees for election to the
board for next year’s annual meeting of stockholders may do so by delivering a written recommendation to
the nominating and corporate governance committee at the following address: Chair of the Nominating and
Corporate Governance Committee c/o Corporate Secretary of LeapFrog at 6401 Hollis Street, Suite 100,
Emeryville, California 94608, by December 26, 2013. 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 or Class B
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.
Our nominating and corporate governance committee is currently composed of three directors,
Messrs. Wang, Kalinske and Maron. The board of directors has determined that all current members of the
nominating and corporate governance committee are independent (as defined in the NYSE listing standards).
The nominating and corporate governance committee met four times during our 2012 fiscal year. Our
nominating and corporate governance committee charter is posted on our website at www.leapfroginvestor.com
under the heading ‘‘Corporate Governance.’’
CORPORATE GOVERNANCE
Corporate Governance Guidelines
Our board of directors has adopted written Corporate Governance Guidelines to assure that the board of
directors 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 and set forth the
role of the board of directors and guidelines for other areas of corporate practice of the Company.
The guidelines set forth the practices the board of directors intends to follow with respect to board
composition and selection. The guidelines state that, when evaluating the suitability of individual candidates
for board membership, the nominating and corporate governance committee, together with the board of
directors, will assess the independence, character and acumen of candidates to collectively establish a diversity
of background and experience in areas relevant to our business. Board membership qualifications include
(i) any director ‘‘independence’’ requirements of the NYSE and other membership qualifications, including
having sufficient time to devote to the affairs of the Company, (ii) demonstrated excellence in his or her field,
(iii) having the ability to exercise sound business judgment and (iv) having the commitment to rigorously
represent the long-term interests of the Company’s stockholders. Candidates for director nominees are
reviewed in the context of the current composition of the board of directors, the operating requirements of
LeapFrog and the long-term interests of stockholders. The guidelines state that in conducting this assessment,
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