Vonage 2008 Annual Report Download - page 53

ITEM 9A.
Co
ntr
o
l
sa
n
d
Pr
ocedu
r
es
Disclosure
C
ontrols
Our management, with the participation of our Chief Execu
-
t
ive
O
fficer and
C
hief Financial
O
fficer
,
evaluated the effective-
n
ess of the desi
g
n and operation of our disclosure controls and
p
rocedures as o
f
December 31, 2008. The term “disclosur
e
controls and
p
rocedures,” as defined in Rules 13a-15
(
e
)
and
1
5d-15
(
e
)
under the
S
ecurities Exchan
g
e Act of 1934, as
amended, means controls and other procedures o
f
a compan
y
t
hat are designed to ensure that information required to be dis
-
closed b
y
a compan
y
in the reports that it files or submits unde
r
t
he Exchange Act is recorded, processed, summarized and
r
e
p
orted, within the time
p
eriods s
p
ecified in the
S
E
C
’s rule
s
and forms. Disclosure controls and procedures include, without
l
imitation, controls and procedures designed to ensure that
i
nformation required to be disclosed by a company in th
e
r
eports that it files or submits under the Exchan
g
e Act is accu-
m
ulated and communicated to the company’s management,
i
ncluding its principal executive and principal financial officers
,
or persons performin
g
similar functions, as appropriate to allow
t
imely decisions re
g
ardin
g
required disclosure. Our mana
g
emen
t
r
ecognizes that any controls and procedures, no matter ho
w
we
ll d
es
ig
ne
d
an
d
operate
d
, can prov
id
eon
l
y reasona
bl
e assur-
ance o
f
achievin
g
their objectives, and mana
g
ement necessarily
applies its judgment in evaluating the cost-benefit relationship of
p
ossible controls and
p
rocedures. Based on the evaluation of
our disclosure controls and procedures as o
f
December 31
,
2008
,
our
C
hief Executive
O
fficer and
C
hief Financial
O
fficer
concluded that, as of such date, our disclosure controls and
p
rocedures were e
ff
ective at the reasonable assurance level
.
Mana
g
ement’s Report on Internal Control Over Financial
Reportin
g.
M
arch 2
,
200
9
To the
S
tockholders of Vona
g
e Holdin
g
s
C
orp.
:
O
ur management is responsible for establishing and main
-
t
ainin
g
adequate internal control over financial reportin
g
for th
e
company. Internal control over
f
inancial reportin
g
is de
f
ined in
Rules 13a-15(f) and 15d-15(f) promulgated under the Securitie
s
Exchan
g
e Act of 1934 as a process desi
g
ned by, or under th
e
s
upervision o
f
, our principal executive and principal
f
inancia
l
o
ff
icers and e
ff
ected by our board o
f
directors, managemen
t
an
d
ot
h
er personne
l
, to prov
id
e reasona
bl
e assurance re
g
ar
di
n
g
t
he reliability o
ff
inancial reportin
g
and the preparation o
ff
inan-
cial statements
f
or external purposes in accordance with gen
-
era
ll
y accepte
d
account
i
n
g
pr
i
nc
i
p
l
es an
di
nc
l
u
d
es t
h
os
e
p
olicies and procedures that
:
>
Pe
rt
a
in t
o
th
e
m
a
int
e
n
a
n
ce o
fr
eco
r
ds
th
a
tinr
easo
n
ab
l
e
detail accuratel
y
and
f
airl
y
re
f
lect the transactions and dis
-
positions o
f
the assets o
f
the company;
>
P
r
o
vi
de
r
easo
n
ab
l
e assu
r
a
n
ce
th
a
ttr
a
n
sac
ti
o
n
sa
r
e
r
ecorded as necessary to permit preparation o
ff
inancial
statements
i
n accor
d
ance w
i
t
hg
enera
ll
y accepte
d
account-
in
g
principles, and that receipts and expenditures o
f
th
e
company are being made only in accordance with author-
izations of our mana
g
ement and directors; and
>
P
rovide reasonable assurance regarding prevention or
t
imely detection of unauthorized acquisition, use or dis
-
position o
f
the compan
y
’s assets that could have a materia
l
e
ff
ect on the
f
inancial statements.
Because o
f
its inherent limitations, internal control over
f
inancial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods
are su
bj
ect to t
h
er
i
s
k
t
h
at contro
l
sma
yb
ecome
i
na
d
equat
e
b
ecause o
f
changes in conditions, or that the degree o
f
com
-
pli
ance w
i
t
h
t
h
epo
li
c
i
es or proce
d
ures may
d
eter
i
orate.
Our management assessed the effectiveness of our interna
l
control over financial reporting as of December 31, 2008. I
n
m
a
ki
n
g
t
hi
s assessment, our mana
g
ement use
d
t
h
ecr
i
ter
i
ase
t
f
orth by the Committee of Sponsoring Organizations of th
e
Treadway
C
ommission
(COSO)
in Internal
C
ontrol-Integrated
F
r
a
m
e
w
o
r
k
.
B
ase
d
on our assessment, management conc
l
u
d
e
d
t
h
at, as
of December 31, 2008, our internal control over financial re
p
ort-
i
n
g
is e
ff
ective based on those criteria
.
O
ur independent re
g
istered public accountin
g
firm has
i
ssued an attestation report on our internal control over
f
inancia
l
reporting. This report appears on page F-3
.
/
s
/
MAR
C
LEFAR
Ma
r
c
L
e
f
ar
Director, Chief Executive
O
fficer
/
s
/JO
HN
S
.RE
GO
John
S
.Re
go
Executive Vice President,
C
hief Financial
O
fficer and
T
r
easu
r
er
Report of the Independent Re
g
istered Public Accountin
g
Firm on Internal Control Over Financial Reportin
g.
See Report of Independent Re
g
istered Public Accountin
g
Firm
on page F-3
.
Changes in Control
s
There were no change to controls during the quarter ende
d
December 31, 2008 that have materiall
y
affected or are reason-
abl
y
likel
y
to materiall
y
a
ff
ect our internal control over
f
inancial
r
eporting
.
ITEM 9B.
O
th
e
r Inf
o
rm
a
ti
o
n
None.
45