Vonage 2010 Annual Report Download - page 58

REP
O
RT
O
F INDEPENDENT RE
G
I
S
TERED P
U
BLI
C
ACCOUNTING FIRM
Board of Directors and
S
tockholder
s
Vonage Holdings
C
orp
.
H
o
l
m
d
e
l
,
N
ew
J
erse
y
W
e have audited Vonage Holdings
C
orp.’s
(
the “
C
ompany”
)
internal control over financial reporting as o
f
D
ecem
b
er 31
,
2010
,b
ase
d
on cr
i
ter
i
a esta
bli
s
h
e
din
Internal
C
ontrol – Integrated Framewor
k
i
ssued b
y
the
C
ommittee of
S
ponsoring
O
rganizations of the Treadway
C
ommission
(
the “
COSO
criteria”
)
. The
C
ompany’s management is responsibl
e
for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal con-
trol over financial reporting, included in the accompanying “Item 9A. Management’s Report on Internal
C
ontrol
O
ver Finan
-
cial Reporting.”
O
ur responsibility is to express an opinion on the
C
ompany’s internal control over financial reporting based
on our au
di
t
.
W
e conducted our audit in accordance with the standards of the Public
C
ompany Accountin
gO
versi
g
ht 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
-
s
tandin
g
o
f
internal control over
f
inancial reportin
g
, assessin
g
the risk that a material weakness exists, and testin
g
an
d
evaluatin
g
the desi
g
n and operatin
g
effectiveness of internal control based on the assessed risk.
O
ur audit also included
p
er
f
ormin
g
such other procedures as we considered necessary in the circumstances. We believe that our audit provides
a
r
easonable basis
f
or our o
p
inion.
A company’s internal control over
f
inancial 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 accountin
g
principles. A company’s internal control over
f
inancial reportin
g
includes those policies an
d
p
rocedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the trans-
actions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation o
ff
inancial statements in accordance with
g
enerally accepted accountin
g
principles, an
d
that receipts and expenditures o
f
the company are bein
g
made only in accordance with authorizations o
f
mana
g
ement an
d
directors of the company; and (3) provide reasonable assurance re
g
ardin
g
prevention or timely detection of unauthorize
d
acquisition, 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 reporting may not prevent or detect misstatements
.
Also, projections o
f
an
y
evaluation o
f
e
ff
ectiveness to
f
uture periods are subject to the risk that controls ma
y
becom
e
inadequate because o
f
changes in conditions, or that the degree o
f
compliance with the policies or procedures may
d
eter
i
orate
.
In our opinion, Vonage Holdings
C
orp. maintained, in all material respects, effective internal control over financial
r
eporting as of December 31, 2010, based on the
COSO
criteria
.
W
e 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 Vonage Holdings
C
orp. as of December 31, 2010 and 2009 and the related
consolidated statements of operations, stockholders’ deficit, and cash flows for each of the three
y
ears in the period ended
December 31, 2010 and our report dated Februar
y
16, 2011 expressed an unqualified opinion thereon
.
/
s
/
BD
O
U
S
A, LLP
Woodbrid
g
e, New Jersey
February 16, 2011
F
-3