LeapFrog 2013 Annual Report Download - page 118
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Please find page 118 of the 2013 LeapFrog annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
BOARD LEADERSHIP STRUCTURE
The Company’s governance documents provide the board of directors with flexibility to select the
appropriate board leadership structure for the Company. In making leadership structure determinations, the
board of directors considers many factors, including the specific needs of the business and what is in the best
interests of the Company’s stockholders. The leadership structure currently consists of a non-employee
Chairman of the Board and a Vice Chairman, both of whom are independent directors within the meaning of
the NYSE listing standards. The board of directors believes the current separation of the Chairman and CEO
roles allows the CEO to focus his time and energy on operating and managing the Company and leverages the
Chairman’s experience and perspectives. In addition, there are appropriate safeguards and oversight by
independent directors, which contributes to the effectiveness of the board of directors as a whole.
William B. Chiasson serves as the Chairman of the Board. 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 includes serving as a liaison between the other
board of directors members and management, 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.
We believe that having an independent Chairman serves to create an environment that is conducive
to objective evaluation and oversight of management’s performance and compensation. In addition,
Mr. Chiasson’s familiarity with the operations and management of the Company, gained while serving as the
Company’s chief executive officer and chief financial officer, provides insight to the Company’s strategic and
operational plans and also enables him to effectively consult with senior management and members of the
board of directors to facilitate regular, open and direct communication between directors and our management.
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. Although the role of Vice
Chairman has no defined duties in our corporate governance documents, Mr. Kalinske’s deep experience and
contacts in the industry enable him to be an effective representative of the Company.
DIRECTOR INDEPENDENCE
The NYSE listing standards require that companies have a board of directors comprised of at least a
majority of independent directors. Generally, under NYSE rules, a director qualifies as independent if the
board of directors affirmatively determines that the director has no material relationship with the listed
company and, so long as that director has not been an employee of the listed company for the previous
three years and has not received in excess of $120,000 in compensation from the Company.
After review of all relevant transactions or relationships between (i) each director, or any family member,
and (ii) LeapFrog, our senior management and our independent registered public accounting firm, our board of
directors affirmatively determined in March 2014 that all of our continuing directors are independent within
the meaning of the applicable NYSE listing standards, except for Mr. Barbour, our Chief Executive Officer.
BOARD MEETINGS AND EXECUTIVE SESSIONS
During the fiscal year ended December 31, 2013, the board of directors held 11 meetings. Each of our
incumbent directors attended at least 75% of the aggregate number of meetings of the board of directors and
of the committees on which the director served. Board members are expected to regularly attend all meetings
of the board of directors and committees on which they serve. Directors are also invited to attend the
Company’s annual meeting of stockholders, but attendance is not mandatory. In 2013, Messrs. Chiasson and
Mitchell attended the annual meeting of stockholders.
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