LeapFrog 2009 Annual Report Download - page 127

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INDEPENDENCE OF THE BOARD OF DIRECTORS
We are a “controlled company” within the meaning of the New York Stock Exchange, or NYSE, listing
standards because Mollusk Holdings holds more than 50% of the voting power of our outstanding shares. This
status provides an exception to the requirements of the NYSE that a majority of the members of a listed
company’s board of directors qualify as “independent,” as defined in the NYSE listing standards, as affirmatively
determined by the board of directors, and that our compensation committee and nominating and corporate
governance committee be composed entirely of independent directors. However, under NYSE regulations, our
non-management directors, including directors that may not qualify as “independent,” must still meet at regularly
scheduled executive sessions without management present and our audit committee must still be composed
entirely of independent directors. Beginning this year, NYSE standards provide that we should also hold at least
one executive session per year that includes only independent directors.
Our board consults with our legal counsel to ensure that its determinations are consistent with all relevant
securities and other laws and regulations regarding the definition of “independent,” including those set forth in
pertinent listing standards of the NYSE, as in effect from time to time.
Consistent with these considerations, after review of all relevant transactions or relationships between each
director, or any of his family members and us, our senior management and our independent registered public
accounting firm, our board of directors affirmatively determined in February 2010 that all of our continuing
directors are independent within the meaning of the applicable NYSE listing standards, except for Mr. Chiasson,
our current Chief Executive Officer, Messrs. Katz and Kalinske, our former Chief Executive Officers,
Mr. Simon, President of Lawrence Investments, which controls Mollusk Holdings, and Mr. Marinelli, Vice
President of Lawrence Investments. In addition, our board of directors affirmatively determined in February 2009
that Steven B. Fink and Ralph R. Smith, who served as our directors until March 2009, were independent.
GOVERNANCE
Meetings
During the fiscal year ended December 31, 2009, the board of directors held 10 meetings. Each of our
incumbent directors attended at least 75% of the aggregate number of meetings of the board and of the
committees on which the director served that were held during the portion of the last fiscal year in which he was
a director or committee member.
In fiscal 2009 the non-management members of our board of directors met four times in executive sessions
at which only non-management directors were present. Steven B. Fink, the chair of our board of directors until
March 2009, presided over executive sessions of the board until his departure. From March 2009 through March
2010, Philip B. Simon, the Presiding Director of our board of directors during that period, presided over
executive sessions of the board. Since March 2010, Jeffrey G. Katz, our former Chief Executive Officer and now
the Executive Chairman of the board, has presided over such executive sessions and the Presiding Director role
has been eliminated. For executive sessions of committees, the presiding director is usually the chair of the
committee. If Mr. Katz were absent for board executive sessions, Thomas J. Kalinske, the Vice Chairman of the
board, would preside. If the committee chair is absent for a committee executive session, the remaining members
committee determine as a group the presiding director for executive sessions on a case-by-case basis.
Persons interested in communicating with the non-management or independent directors with their concerns
or issues may address correspondence to a particular director, including the Executive Chairman, or to the
non-management or independent directors generally, in care of our Corporate Secretary at 6401 Hollis Street,
Emeryville, California 94608. If no particular director is named, letters will be forwarded, depending on the
subject matter, to the Executive Chairman or the chair of the audit, compensation or nominating and corporate
governance committee.
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