LeapFrog 2015 Annual Report Download - page 146

and once during the Transition Period. 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 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, 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 may hold 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 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.
Prohibition Against Insider Trading and Hedging
We maintain a policy (the ‘‘Insider Trading Policy’’) against trading on the basis of inside information
which applies to all employees, including our executive officers, and members of the board of directors. In
addition to prohibiting trading the Company’s securities on the basis of inside information the Insider Trading
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