LeapFrog 2009 Annual Report Download - page 135
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• 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 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
recommends to the board inclusion of the audited financial statements in the annual report) and in
LeapFrog’s quarterly reports on Form 10-Q and other financial disclosures;
• discusses policies with respect to risk assessment and risk management;
• assists in board oversight of our compliance with legal and regulatory requirements; 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 (Chair), Maron and Wang.
The audit committee met eight times during our 2009 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 under SEC Filings. None of our audit committee members simultaneously serves on
the audit committees of more than three companies.
Our board of directors has determined that Mr. McKee, the Chair of our audit committee, and Mr. Wang,
each qualifies 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 another public reporting company.
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