LeapFrog 2015 Annual Report Download - page 142

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 executive officers. In addition, the 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 the Fiscal 2015 and in the Transition Period, 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 for the 2015 fiscal year and the Transition Period:
Member of our board of directors in 2014 − 2015 Audit Compensation
Nominating and
Corporate
Governance
Thomas J. Kalinske ...................... X
Stanley E. Maron ....................... X X X
(1)
E. Stanton McKee, Jr. .................... X* X
Joanna Rees ........................... X
(2)
Randy O. Rissman ....................... X*
Caden C. Wang ......................... X X*
Total meetings during the Transition Period ...... 3 2 1
Total meetings in Fiscal 2015 ............... 6 5 4
* Committee chair in Fiscal 2015 and the Transition Period
(1) Indicates committee service until August 2014
(2) Indicates committee service after August 2014
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.
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;
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