LeapFrog 2013 Annual Report Download - page 120
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Please find page 120 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.whether all material risks have been identified. The discussion also provides a mechanism by which
board members can ask questions of our executive team concerning material risks we face and how
we plan to manage them, and guide management’s actions with respect to such risk management.
• Our internal audit department and any internal audit consulting firm we retain reports directly to the
audit committee of the board of directors on the adequacy and effectiveness of our system of
internal control and risk management systems. The audit committee guides management and board
of directors decisions concerning financial and operational matters based on the reports regarding
risk management priorities. This information is delivered to the audit committee during the regular
portion of the meeting and in a separate discussion among our audit committee members, internal
audit representatives and external auditors during executive sessions of the audit committee.
• Our compensation committee reviews our compensation philosophy and programs with our
management and external compensation consultants, and, in approving such programs, considers
whether and to what extent they have a potential to encourage unnecessary or excessive risk-taking
by our employees, including our executives. In addition, the compensation committee monitors these
programs to evaluate on a regular basis whether the philosophy and programs provide an appropriate
balance of incentives and do not encourage employees to take unreasonable risks.
• Our nominating and corporate governance committee monitors the effectiveness of our corporate
governance guidelines. The committee also helps ensure that we are prepared to deal with risks and
crises by evaluating the individual capabilities of the directors, nominating directors with risk
management experience, recommending appropriate committee structure and composition and
considering the time each director and nominee has to devote to the Company. The committee also
works with our management to establish orientation programs for new directors and evaluates the
effectiveness of our board of directors and its committees.
COMMITTEES OF THE BOARD
In 2013, 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 2013:
Member of our board of directors in 2013 Audit Compensation
Nominating and
Corporate
Governance
Thomas J. Kalinske ...................... X
Stanley E. Maron ....................... X X X
E. Stanton McKee, Jr. .................... X* X
Randy O. Rissman ....................... X*
Caden C. Wang ......................... X X*
Total meetings in fiscal 2013 ................ 8 9 4
* Committee chair in 2013
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.
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