LeapFrog 2012 Annual Report Download - page 116

the nominating and corporate governance committee considers diversity, age, skills, and such other factors as
it deems appropriate given the current needs of the board of directors and LeapFrog, to maintain a balance of
knowledge, experience and capability. In the case of incumbent directors, the nominating and corporate
governance committee reviews these directors’ overall service to LeapFrog during their terms, including the
number of meetings attended, level of participation, quality of performance, and any other relationships and
transactions that might impair such directors’ independence.
While our board of directors and nominating and corporate governance committee do not have a policy
regarding the consideration of diversity in identifying director nominees, the guidelines allow the nominating
and corporate governance committee to include in its consideration of director candidates an assessment of the
current composition of the board of directors, and how it may be possible to strengthen the diversity of the
board of directors by adding individuals who could add to the breadth of the overall experiences and
perspectives of the board of directors. This may include selecting candidates with gender, ethnic, national or
other backgrounds that are different from those already represented on the board of directors at the time
of consideration.
The guidelines provide that the board of directors should have at least four regular meetings each year,
although in practice the board of directors regularly holds meetings more frequently. The guidelines also
provide that the board of directors and its committees may take action by unanimous written consent. The
guidelines establish that members of the board of directors have complete and open access to the Company’s
management and employees. The guidelines also provide for an annual review of the chief executive officer’s
performance, as well as for the establishment of plans and policies for succession. The nominating and
corporate governance committee assists the board in implementing and adhering to the guidelines.
Our Corporate Governance Guidelines, as well as the charters for each committee of the board of
directors, are posted on the investor relations section of our website at www.leapfroginvestor.com under the
heading ‘‘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,
Suite 100, 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 is available on the investor relations section of our
website at www.leapfroginvestor.com under the heading ‘‘Corporate Governance.’’ Stockholders may also
obtain a print copy of our Code of Business Conduct and Ethics by writing to our Corporate Secretary at
6401 Hollis Street, Suite 100, 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 Code of Business Conduct
and Ethics 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 the heading
‘‘Corporate Governance.’’
TRANSACTIONS WITH RELATED PERSONS
Related-Person Transactions Policy and Procedures
Our board of directors has approved a written policy regarding transactions with related persons that sets
forth our policies and procedures regarding the identification, review, consideration and approval or ratification
of ‘‘related-person transactions.’’ For purposes of our policy only, a ‘‘related-person transaction’’ is a
transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships)
involving an amount that exceeds $120,000 in which LeapFrog and any ‘‘related person’’ (as defined below)
are participants. Transactions involving compensation for services provided to LeapFrog as an employee,
director, consultant or similar capacity by a related person are not covered by this policy. A related person is
any executive officer, director, or holder of more than 5% of the stock of LeapFrog (as determined by the
combined voting power of all classes of stock), including any of their immediate family members, and any
entity owned or controlled by such persons.
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