Vonage 2012 Annual Report Download - page 45

39 VONAGE ANNUAL REPORT 2012
None.
ITEM 9A. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Chief
Executive Officer and Chief Financial Officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures as of December 31, 2012. The term “disclosure controls and
procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the “Exchange Act”), as amended,
means controls and other procedures of a company that are designed
to ensure that information required to be disclosed by a company in the
reports that it files or submits under the Exchange Act is recorded,
processed, summarized, and reported, within the time periods specified
in the Securities and Exchange Commission’s rules and forms.
Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be
disclosed by a company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the company’s
management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure. Our management
recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of
achieving their objectives, and management necessarily applies its
judgment in evaluating the cost-benefit relationship of possible controls
and procedures. Based on the evaluation of our disclosure controls and
procedures as of December 31, 2012, our Chief Executive Officer and
Chief Financial Officer concluded that, as of such date, our disclosure
controls and procedures were effective at the reasonable assurance
level.
Management’s Report on Internal Control Over
Financial Reporting.
February 13, 2013
To the Stockholders of Vonage Holdings Corp.:
Our management is responsible for establishing and
maintaining adequate internal control over financial reporting for the
company. Internal control over financial reporting is defined in Rules
13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act
of 1934 as a process designed by, or under the supervision of, our
principal executive and principal financial officers and effected by our
board of directors, management, and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles and includes
those policies and procedures that:
> Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions
of the assets of the company;
> Provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being
made only in accordance with authorizations of our
management and directors; and
> Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of
the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Projections
of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Our management assessed the effectiveness of our internal
control over financial reporting as of December 31, 2012. In making this
assessment, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control-Integrated Framework.
Based on our assessment, management concluded that, as
of December 31, 2012, our internal control over financial reporting is
effective based on those criteria.
Our independent registered public accounting firm has issued
an attestation report on our internal control over financial reporting. This
report appears on page F-3.
/s/ MARC LEFAR /s/ BARRY ROWAN
Marc Lefar
Director, Chief Executive
Officer
Barry Rowan
Executive Vice President, Chief
Financial Officer, Chief
Administrative Officer and
Treasurer
Report of the Independent Registered Public
Accounting Firm on Internal Control Over Financial
Reporting.
See Report of Independent Registered Public Accounting Firm on page
F-3.
Changes in Internal Control Over Financial Reporting
There were no changes to controls during the quarter ended
December 31, 2012 that have materially affected or are reasonably likely
to materially affect our internal control over financial reporting.
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure