Vonage 2008 Annual Report Download - page 63

REP
O
RT
O
F INDEPENDENT RE
G
I
S
TERED P
U
BLI
C
A
CCO
UNTIN
G
FIRM
B
oard of Directors and
S
tockholder
s
Vonage Holdings Corp
.
H
o
l
m
d
e
l
,
N
ew
J
ersey
We have audited Vonage Holdings
C
orp.’s
(
the “
C
ompany”
)
internal control over financial reporting as of
D
ecem
b
er 31, 2008,
b
ase
d
on cr
i
ter
i
a esta
bli
s
h
e
di
n
I
nternal
C
ontrol—Inte
g
rated Framewor
k
i
ssued b
y
the
C
ommittee o
f
S
ponsoring Organizations of the Treadway Commission (the “COSO criteria”). The Company’s management is responsible
for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal con
-
trol over financial reportin
g
, included in the accompanyin
g
“Mana
g
ement’s Report on Internal
C
ontrol
O
ver Financial
R
eporting.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on
o
ur au
di
t.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
S
tates
)
. Those standards re
q
uire that we
p
lan and
p
erform the audit to obtain reasonable assurance about whether effec-
tive internal control over financial reportin
g
was maintained in all material respects.
O
ur audit included obtainin
g
an under
-
standin
g
o
f
internal control over
f
inancial reportin
g
, assessin
g
the risk that a material weakness exists, and testin
g
and
e
valuating the design and operating effectiveness of internal control based on the assessed risk.
O
ur audit also included
performin
g
such other procedures as we considered necessary in the circumstances. We believe that our audit provides
a
r
easonable basis
f
or our opinion.
A company’s internal control over financial reportin
g
is a process desi
g
ned to provide reasonable assurance re
g
ardin
g
the reliability o
ff
inancial reportin
g
and the preparation o
ff
inancial statements
f
or external purposes in accordance wit
h
g
enerally accepted accounting principles. A company’s internal control over
f
inancial reporting includes those policies an
d
procedures that
(
1
)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the trans-
a
ctions and dispositions of the assets of the compan
y
; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation o
ff
inancial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are bein
g
made only in accordance with authorizations of mana
g
ement and
d
irectors of the company; and (3) provide reasonable assurance re
g
ardin
g
prevention or timely detection of unauthorized
a
cquisition, use, or disposition o
f
the company’s assets that could have a material e
ff
ect on the
f
inancial statements
.
B
ecause o
f
its inherent limitations, internal control over
f
inancial reportin
g
may not prevent or detect misstatements.
Also, projections o
f
any evaluation o
f
e
ff
ectiveness to
f
uture periods are subject to the risk that controls may becom
e
inadequate because of chan
g
es in conditions, or that the de
g
ree of compliance with the policies or procedures ma
y
de
t
e
r
io
r
a
t
e
.
In our opinion, Vonage Holdings
C
orp. maintained, in all material respects, effective internal control over financial
r
eportin
g
as of December 31, 2008, based on the COSO criteria
.
We also have audited, in accordance with the standards of the Public
C
ompany Accounting
O
versight Board
(
United
S
tates
)
, the consolidated balance sheets of Vona
g
e Holdin
g
s
C
orp. as of December 31, 2008 and 2007 and the related
c
onsolidated statements of operations, stockholders’ equit
y
(deficit), and cash flows for each of the three
y
ears in th
e
p
er
i
o
d
en
d
e
dD
ecem
b
er 31, 2008.
/
s
/
BD
OS
EIDMAN
,
LLP
W
oo
db
r
id
ge,
N
ew
J
ersey
M
arch 2
,
2009
F-
3