Vonage 2010 Annual Report Download - page 49

p
erforming similar functions, as appropriate to allow timely deci
-
s
ions re
g
ardin
g
required disclosure.
O
ur mana
g
ement reco
g
-
nizes that an
y
controls and procedures, no matter how wel
l
desi
g
ned and operated, can provide only reasonable assurance
of achievin
g
their objectives, and mana
g
ement necessaril
y
applies its jud
g
ment in evaluatin
g
the cost-benefit relationship o
f
p
ossible controls and
p
rocedures. Based on the evaluation o
f
our disclosure controls and
p
rocedures as o
f
December 31,
2010, our
C
hief Executive
O
fficer and
C
hief Financial
O
fficer
concluded that, as o
f
such date, our disclosure controls an
d
p
rocedures were e
ff
ective at the reasonable assurance level
.
Mana
g
ement’s Report on Internal Control Over Financial
R
eport
i
ng.
February 16, 2011
T
o the
S
tockholders of Vonage Holdings
C
orp.
:
O
ur management is responsible for establishing and main
-
tainin
g
adequate internal control over financial reportin
g
for th
e
company. Internal control over financial reportin
g
is defined in
Rules 13a-15
(
f
)
and 15d-15
(
f
)
promul
g
ated under the
S
ecuritie
s
Exchan
g
e Act of 1934 as a process desi
g
ned by, or under th
e
s
u
p
ervision of, our
p
rinci
p
al executive and
p
rinci
p
al financia
l
o
ff
icers and e
ff
ected by our board o
f
directors, mana
g
ement
,
and other personnel, to provide reasonable assurance re
g
ardin
g
the reliability o
ff
inancial reportin
g
and the preparation o
ff
inan-
cial statements
f
or external purposes in accordance with
g
en
-
erally accepted accountin
g
principles and includes thos
e
p
olicies and
p
rocedures that
:
>
P
ertain to the maintenance o
f
records that in reasonabl
e
d
etail accuratel
y
and
f
airl
y
re
f
lect the transactions an
d
d
ispositions o
f
the assets o
f
the compan
y;
>
P
rov
id
e reasona
bl
e assurance t
h
at transact
i
ons are
r
ecorded as necessar
y
to permit preparation of financia
l
s
tatements
i
n accor
d
ance w
i
t
h
genera
ll
y accepte
d
account
-
in
g
principles, and that receipts and expenditures of th
e
c
ompany are bein
g
made only in accordance with author
-
izations of our mana
g
ement and directors; an
d
>
P
rovide reasonable assurance re
g
ardin
g
prevention or
timely detection o
f
unauthorized acquisition, use or dis-
p
osition o
f
the company’s assets that could have a material
effec
t
o
nth
ef
in
a
n
c
i
a
l
s
t
a
t
e
m
e
nt
s.
B
ecause o
f
its inherent limitations, internal control ove
r
f
inancial reportin
g
may not prevent or detect misstatements
.
P
rojections o
f
any evaluation o
f
e
ff
ectiveness to
f
uture periods
a
re subject to the risk that controls may become inadequate
b
ecause o
f
chan
g
es in conditions, or that the de
g
ree o
f
com
-
p
liance with the policies or procedures may deteriorate.
O
ur mana
g
ement assessed the effectiveness of our internal
c
ontrol over
f
inancial reportin
g
as o
f
December 31, 2010. I
n
makin
g
this assessment, our mana
g
ement used the criteria set
f
orth by the Committee of Sponsorin
g
Or
g
anizations of th
e
T
readway Commission (COSO) in Internal Control-Inte
g
rate
d
F
r
a
m
e
w
o
rk
.
B
ase
d
on our assessment, management conc
l
u
d
e
d
t
h
at, a
s
o
f December 31, 2010, our internal control over financial report
-
ing is effective based on those criteria.
O
ur independent registered public accounting firm ha
s
issued an attestation report on our internal control over financia
l
r
eport
i
ng.
Thi
s report appears on page
F
-3
.
/
s
/
MAR
C
LEFAR
/
s
/
BARRY R
O
WAN
M
arc Lefar
D
irector
,C
hief Executiv
e
O
ffice
r
B
arr
yR
owan
E
xecut
i
ve
Vi
ce
P
res
id
ent
,
C
hief Financial
O
fficer
,C
hie
f
A
dministrative
O
fficer an
d
Tr
easu
r
e
r
Report of the Independent Re
g
istered Public Accountin
g
Firm on Internal
C
ontrol
O
ver Financial Reporting
.
S
ee Report of Independent Registered Public Accounting Firm
on page
F
-3.
C
hanges in
C
ontrol
s
T
here were no chan
g
es to controls durin
g
the quarte
r
ended December 31, 2010 that have materially a
ff
ected or are
r
easonably likely to materially a
ff
ect our internal control ove
r
f
inancial reportin
g.
ITEM 9B.
O
th
e
r Inf
o
rm
a
ti
on
N
o
n
e.
42
VO
NA
G
E ANN
U
AL REP
O
RT 2010