Vonage 2008 Annual Report Download - page 96

EXHIBIT
3
1.2
C
ERTIFI
C
ATI
ON
P
U
R
SU
ANT T
OS
E
C
TI
O
N 302
O
F THE
S
ARBANE
S
-
O
XLEY A
C
T
O
F 200
2
I, John
S
.Re
g
o, certify that
:
1
. I have reviewed this annual report on Form 10-K of Vonage Holdings Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a
material fact necessary to make the statements made, in li
g
ht of the circumstances under which such statements wer
e
made, not misleadin
g
with respect to the period covered by this report;
3
. Based on my knowledge, the financial statements, and other financial information included in this report, fairl
y
p
resent in all material respects the financial condition, results of operations and cash flows of the re
g
istrant as of, an
d
f
or, the periods presented in this report
;
4. The registrant’s other certi
f
ying o
ff
icer and I are responsible
f
or establishing and maintaining disclosure con
-
trols and procedures
(
as defined in Exchan
g
e Act Rules 13a-15
(
e
)
and 15d-15
(
e
))
and internal control over financia
l
reportin
g
(as defined in Exchan
g
e Act Rules 13a-15(f) and 15d-15(f)) for the re
g
istrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
b
e desi
g
ned under our supervision, to ensure that material information relatin
g
to the re
g
istrant, includin
g
its con-
s
olidated subsidiaries, is made known to us by others within those entities, particularly durin
g
the period in whic
h
this report is being prepared;
b)
desi
g
ned such internal control over financial reportin
g
, or caused such internal control over financial report
-
i
n
g
to be desi
g
ned under our supervision, to provide reasonable assurance re
g
ardin
g
the reliability o
ff
inancia
l
reporting and the preparation o
ff
inancial statements
f
or external purposes in accordance with generally accepte
d
a
ccount
i
n
g
pr
i
nc
i
p
l
es
;
c) evaluated the effectiveness of the re
g
istrant’s disclosure controls and procedures and presented in this
re
p
ort our conclusions about the e
ff
ectiveness o
f
the disclosure controls and
p
rocedures, as o
f
the end o
f
the
p
er
i
o
d
covere
db
yt
hi
s report
b
ase
d
on suc
h
eva
l
uat
i
on; an
d
d) disclosed in this report any chan
g
e in the re
g
istrant’s internal control over financial reportin
g
that occurred
d
uring the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annua
l
report
)
that has materially affected, or is reasonably likely to materially affect, the re
g
istrant’s internal control over
f
inancial reportin
g
; and
5
. The registrant’s other certi
f
ying o
ff
icer and I have disclosed, based on our most recent evaluation o
f
internal
c
ontrol over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors
(
o
r
p
ersons performin
g
the equivalent functions)
:
a) all significant deficiencies and material weaknesses in the design or operation of internal control over finan
-
c
ial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summariz
e
a
nd report
f
inancial in
f
ormation; an
d
b
) any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
D
ate:
M
arc
h
2
,
200
9
/
s
/
J
O
HN
S
.RE
GO
John S. Re
go
E
xecutive Vice President
,
C
hief Financial
O
fficer and Treasure
r