Vonage 2010 Annual Report Download - page 91

EXHIBIT 3
1.
2
C
ERTIFI
C
ATI
O
N
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, Barr
y
L. Rowan, certif
y
that:
1. I have reviewed this annual report on Form 10-K of Vona
g
e Holdin
g
s
C
orp.
;
2
. Based on my knowled
g
e, this report does not contain any untrue statement o
f
material
f
act or omit to state a material
f
act
necessary to make the statements made, in li
g
ht o
f
the circumstances under which such statements were made, not misleadin
g
wit
h
r
espect to the period covered by this report;
3
. Based on my knowled
g
e, the
f
inancial statements, and other
f
inancial in
f
ormation included in this report,
f
airly present in all
material respects the
f
inancial condition, results o
f
operations and cash
f
lows o
f
the re
g
istrant as o
f
, and
f
or, the periods presented i
n
this re
p
ort;
4. The re
g
istrant’s other certi
f
yin
g
o
ff
icer and I are responsible
f
or establishin
g
and maintainin
g
disclosure controls and proce-
dures (as defined in Exchan
g
e Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial 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 be designe
d
under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is mad
e
k
nown to us
b
yot
h
ers w
i
t
hi
nt
h
ose ent
i
t
i
es, part
i
cu
l
ar
l
y
d
ur
i
ng t
h
e per
i
o
di
nw
hi
c
h
t
hi
s report
i
s
b
e
i
ng prepare
d
;
b
)
desi
g
ned such internal control over financial reportin
g
, or caused such internal control over financial reportin
g
to b
e
d
esi
g
ned under our supervision, to provide reasonable assurance re
g
ardin
g
the reliability o
ff
inancial reportin
g
and the preparatio
n
of f
inancial statements
f
or external purposes in accordance with
g
enerally accepted accountin
g
principles
;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our con-
c
lusions about the e
ff
ectiveness o
f
the disclosure controls and procedures, as o
f
the end o
f
the period covered b
y
this 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 durin
g
the re
g
is
-
trant’s most recent fiscal quarter
(
the re
g
istrant’s fourth fiscal quarter in the case of an annual report
)
that has materially affected, or
is reasonably likely to materially affect, the re
g
istrant’s internal control over financial reportin
g
;an
d
5. The re
g
istrant’s other certifyin
g
officer and I have disclosed, based on our most recent evaluation of internal control over finan-
cial reportin
g
, to the re
g
istrant’s auditors and the audit committee of re
g
istrant’s board of directors
(
or persons performin
g
the equiv
-
alent functions
):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reportin
g
w
hich are reasonably likely to adversely a
ff
ect the registrant’s ability to record, process, summarize and report
f
inancial
in
f
ormation
;
and
b
)
any fraud, whether or not material, that involves management or other employees who have a significant role in the regis-
trant’s internal control over financial reporting
.
Date: February 16, 2011
/
s
/
Barry L. Rowan
Barr
y
L. Rowa
n
E
xecutive Vice President,
C
hief Financial
O
fficer
,
C
hief Administrative
O
fficer and Treasurer