LF » Topics » AUDIT COMMITTEE

This excerpt taken from the LF DEF 14A filed Apr 20, 2009.

AUDIT COMMITTEE

The audit committee of our board of directors was established by our board in accordance with Section (3)(a)(58)(A) of the Securities Exchange Act of 1934, as amended, or the 1934 Act, and oversees our corporate accounting and financial reporting process and the audits of our financial statements. For this purpose, the audit committee performs several functions. Among other things, the audit committee:

 

   

evaluates the performance of and assesses the qualifications of the independent registered public accounting firm;

 

   

determines the engagement of the independent registered public accounting firm;

 

   

determines whether to retain or terminate the existing independent registered public accounting firm or to appoint and engage a new independent registered public accounting firm;

 

   

reviews and approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;

 

   

monitors the rotation of partners of the independent registered public accounting firm on LeapFrog’s engagement team as required by law;

 

   

confers with management and the independent registered public accounting firm regarding the effectiveness of internal control over financial reporting;

 

   

reviews, assesses and approves the annual audit plan for LeapFrog’s internal audit function;

 

   

establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters;

 

   

reviews the financial statements to be included in LeapFrog’s annual report on Form 10-K and quarterly reports on Form 10-Q and other financial disclosures; and

 

   

discusses with management and the independent registered public accounting firm the results of the annual audit and the results of LeapFrog’s quarterly financial statements.

The audit committee is currently composed of three directors: Messrs. McKee (Chairman), Maron and Wang. The audit committee met 10 times during our 2008 fiscal year. The board has determined that all members of LeapFrog’s audit committee are independent (as independence is defined in Section 303A.02 of the NYSE listing standards). The audit committee has adopted a written audit committee charter that is posted on our website at www.leapfrog.com under About Us—Investor Relations—SEC Filings.

Our board of directors has determined that Mr. McKee, the Chairman of our audit committee, and Mr. Wang each qualify as an “audit committee financial expert,” as defined in applicable SEC rules. The board made a qualitative assessment of Messrs. McKee’s and Wang’s level of knowledge and experience based on a number of factors, including their formal education and experience, in the case of Mr. McKee, as a chief financial officer for a public reporting company, and in the case of Mr. Wang, as chief financial officer for various privately held companies and as the chair of the audit committee of a public reporting company.

 

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REPORT OF THE AUDIT COMMITTEE1

The audit committee consists of three directors, each of whom is an independent director in accordance with the rules and regulations of the NYSE.

The responsibilities of the audit committee include selecting an accounting firm to be engaged as LeapFrog’s independent registered public accounting firm and pre-approving any non-audit services provided by LeapFrog’s independent registered public accounting firm. Additionally, and as appropriate, the audit committee reviews and evaluates, and discusses and consults with LeapFrog management, LeapFrog internal audit personnel and the independent registered public accounting firm regarding the following:

 

   

the plan for, and the independent registered public accounting firm’s report on, each audit of LeapFrog’s consolidated financial statements;

 

   

LeapFrog’s financial disclosure documents, including all financial statements, and reports filed with the SEC or sent to stockholders;

 

   

changes in LeapFrog’s accounting practices, principles, controls or methodologies, or in LeapFrog’s financial statements;

 

   

significant developments in accounting rules;

 

   

the internal audit function, including its plans, activities, personnel, processes for reporting and detecting errors, non-compliance with applicable law and policies, and fraud;

 

   

the adequacy of LeapFrog’s internal accounting controls, and accounting, financial and auditing personnel; and

 

   

the establishment and maintenance of an environment at LeapFrog that promotes ethical behavior.

This excerpt taken from the LF DEF 14A filed Apr 21, 2008.

AUDIT COMMITTEE

The audit committee of our board of directors was established by our board in accordance with Section (3)(a)(58)(A) of the Securities Exchange Act of 1934 and oversees our corporate accounting and financial reporting process and the audits of our financial statements. For this purpose, the audit committee performs several functions. Among other things, the audit committee:

 

   

evaluates the performance of and assesses the qualifications of the independent registered public accounting firm;

 

   

determines the engagement of the independent registered public accounting firm;

 

   

determines whether to retain or terminate the existing independent registered public accounting firm or to appoint and engage a new independent registered public accounting firm;

 

   

reviews and approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;

 

   

monitors the rotation of partners of the independent registered public accounting firm on LeapFrog’s engagement team as required by law;

 

   

confers with management and the independent registered public accounting firm regarding the effectiveness of internal control over financial reporting;

 

   

establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters;

 

   

reviews the financial statements to be included in LeapFrog’s annual report on Form 10-K and quarterly reports on Form 10-Q and other financial disclosures; and

 

31


   

discusses with management and the independent registered public accounting firm the results of the annual audit and the results of LeapFrog’s quarterly financial statements.

The audit committee is currently composed of three directors: Messrs. McKee (Chair), Maron and Wang. The audit committee met 11 times during our 2007 fiscal year. The board has determined that all members of LeapFrog’s audit committee are independent (as independence is defined in Section 303A.02 of the NYSE listing standards). The audit committee has adopted a written audit committee charter that is posted on the corporate governance section of our website at www.leapfroginvestor.com.

Our board of directors has determined that Mr. McKee, the Chairman of our audit committee, and Mr. Wang each qualify as an “audit committee financial expert,” as defined in applicable SEC rules. The board made a qualitative assessment of Messrs. McKee’s and Wang’s level of knowledge and experience based on a number of factors, including their formal education and experience, in the case of Mr. McKee, as a chief financial officer for a publicly held company, and in the case of Mr. Wang, as chief financial officer for various privately held companies and as the chairman of the audit committee of a publicly held company.

 

32


This excerpt taken from the LF DEF 14A filed Mar 26, 2007.

AUDIT COMMITTEE

The Audit Committee of our board of directors oversees LeapFrog’s corporate accounting and financial reporting process. For this purpose, the Audit Committee performs several functions. Among other things, the Audit Committee:

 

   

evaluates the performance of and assesses the qualifications of the independent registered public accounting firm;

 

   

determines the engagement of the independent registered public accounting firm;

 

   

determines whether to retain or terminate the existing independent registered public accounting firm or to appoint and engage a new independent registered public accounting firm;

 

   

reviews and approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;

 

28


   

monitors the rotation of partners of the independent registered public accounting firm on LeapFrog’s engagement team as required by law;

 

   

confers with management and the independent registered public accounting firm regarding the effectiveness of internal control over financial reporting;

 

   

establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters;

 

   

reviews the financial statements to be included in LeapFrog’s annual report on Form 10-K and quarterly reports on Form 10-Q and other financial disclosures; and

 

   

discusses with management and the independent registered public accounting firm the results of the annual audit and the results of LeapFrog’s quarterly financial statements.

The Audit Committee is currently comprised of three directors: Messrs. McKee (Chair), Maron and Wang. The Audit Committee met eight times during our 2006 fiscal year. The board has determined that all members of LeapFrog’s Audit Committee are independent (as independence is defined in Section 303A.02 of the NYSE listing standards). The Audit Committee has adopted a written Audit Committee Charter that is posted on our website at www.leapfroginvestor.com.

Our board of directors has determined that Mr. McKee, the chairman of our Audit Committee, and Mr. Wang each qualify as an “audit committee financial expert,” as defined in applicable SEC rules. The board made a qualitative assessment of Messrs. McKee’s and Wang’s level of knowledge and experience based on a number of factors, including their formal education and experience, in the case of Mr. McKee, as a chief financial officer for a public reporting company, and in the case of Mr. Wang, as chief financial officer for various privately held companies and as the chairman of the audit committee of a public reporting company.

 

29


This excerpt taken from the LF DEF 14A filed Apr 19, 2006.

AUDIT COMMITTEE

The Audit Committee of our board of directors oversees LeapFrog’s corporate accounting and financial reporting process. For this purpose, the Audit Committee performs several functions. Among other things, the Audit Committee:

 

    evaluates the performance of and assesses the qualifications of the independent registered public accounting firm;

 

    determines the engagement of the independent registered public accounting firm;

 

14


    determines whether to retain or terminate the existing independent registered public accounting firm or to appoint and engage a new independent registered public accounting firm;

 

    reviews and approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;

 

    monitors the rotation of partners of the independent registered public accounting firm on LeapFrog’s engagement team as required by law;

 

    confers with management and the independent registered public accounting firm regarding the effectiveness of internal control over financial reporting;

 

    establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters;

 

    reviews the financial statements to be included in LeapFrog’s annual report on Form 10-K and quarterly reports on Form 10-Q and other financial disclosures; and

 

    discusses with management and the independent registered public accounting firm the results of the annual audit and the results of LeapFrog’s quarterly financial statements.

For a portion of 2005, the Audit Committee was comprised of three directors: Messrs. McKee (Chair), Berg and Resnick. Mr. Berg resigned from our board in February 2005 and Mr. Resnick resigned from our board in March 2005. From April 2005 through June 2005, the Audit Committee was comprised of three directors: Messrs. McKee (Chair), Smith and Wang. In June 2005, Mr. Katz replaced Mr. Smith and since June 2005 the Audit Committee has been comprised of three directors, Messrs. McKee (Chair), Katz and Wang. The Audit Committee met 11 times during our 2005 fiscal year. The board has determined that all members of LeapFrog’s Audit Committee are independent (as independence is defined in Section 303A.02 of the NYSE listing standards). The Audit Committee has adopted a written Audit Committee Charter that is posted on our website at www.leapfroginvestor.com.

Our board of directors has determined that each of Messrs. McKee, the chairman of our Audit Committee, Katz and Wang qualify as an “audit committee financial expert,” as defined in applicable SEC rules. The board made a qualitative assessment of Messrs. McKee’s, Katz’s and Wang’s level of knowledge and experience based on a number of factors, including their formal education and experience. In the case of Mr. McKee, as a chief financial officer for a public reporting company, in the case of Mr. Katz, his experience actively supervising one or more persons engaged in preparing, auditing, analyzing and evaluating financial statements, and in the case of Mr. Wang, as chief financial officer for various privately held companies.

This excerpt taken from the LF DEF 14A filed Apr 22, 2005.

AUDIT COMMITTEE

 

The Audit Committee of our board of directors oversees LeapFrog’s corporate accounting and financial reporting process. For this purpose, the Audit Committee performs several functions. Among other things, the Audit Committee:

 

    evaluates the performance of and assesses the qualifications of the independent registered public accounting firm;

 

    determines the engagement of the independent registered public accounting firm;

 

    determines whether to retain or terminate the existing independent registered public accounting firm or to appoint and engage a new independent registered public accounting firm;

 

    reviews and approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;

 

    monitors the rotation of partners of the independent registered public accounting firm on LeapFrog’s engagement team as required by law;

 

    confers with management and the independent registered public accounting firm regarding the effectiveness of internal control over financial reporting;

 

    establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters;

 

14


    reviews the financial statements to be included in LeapFrog’s annual report on Form 10-K and quarterly reports on Form 10-Q, financial press releases and other financial disclosures; and

 

    discusses with management and the independent registered public accounting firm the results of the annual audit and the results of LeapFrog’s quarterly financial statements.

 

In 2004, our Audit Committee was comprised of three directors: Messrs. McKee, Berg and Resnick. It met 11 times during our 2004 fiscal year. As of February 2005, our Audit Committee was comprised of two directors: Messrs. McKee and Resnick, and as of April 2005, our Audit Committee was comprised of three directors: Messrs. McKee, Smith and Wang. The board has determined that all members of LeapFrog’s Audit Committee are independent (as independence is defined in Section 303A.02 of the NYSE listing standards). The Audit Committee has adopted a written Audit Committee Charter that is attached to this proxy statement as Appendix A and is also posted on our website at www.leapfroginvestor.com.

 

Our board of directors has determined that Mr. McKee, the chairman of our Audit Committee, qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. The board made a qualitative assessment of Mr. McKee’s level of knowledge and experience based on a number of factors, including his formal education and experience as a chief financial officer for a public reporting company.

 

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