iRobot 2010 Annual Report Download - page 15

CORPORATE GOVERNANCE AND BOARD MATTERS
Board Leadership Structure
Mr. Angle serves as our chief executive officer and chairman of the board. The board of directors believes
that having our executive officer as chairman of the board facilitates the board of directors’ decision-making
process because Mr. Angle has first-hand knowledge of our operations and the major issues facing us. This
also enables Mr. Angle to act as the key link between the board of directors and other members of
management. To assure effective independent oversight, the board of directors annually appoints a lead
independent director, as discussed further in “Executive Sessions of Independent Directors” below.
Independence of Members of the Board of Directors
The board of directors has determined that Drs. Chwang and Gansler, Ms. Deegan and Messrs. Geisser,
McNamee, Meekin, Kern, and Sagan are independent within the meaning of the director independence
standards of The NASDAQ Stock Market, Inc., or NASDAQ, and the Securities and Exchange Commission,
including Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
Furthermore, the board of directors has determined that each member of each of the committees of the board
of directors is independent within the meaning of the director independence standards of NASDAQ and the
Securities and Exchange Commission.
Executive Sessions of Independent Directors
Executive sessions of the independent directors are held prior to each regularly scheduled in-person
meeting of the board of directors. Executive sessions do not include any of our non-independent directors and
are chaired by a lead independent director who is appointed annually by the board of directors from our
independent directors. Mr. McNamee currently serves as the lead independent director. In this role,
Mr. McNamee serves as chairperson of the independent director sessions and assists the board in assuring
effective corporate governance. The independent directors of the board of directors met in executive session
four (4) times in 2010.
The Board of Directors’ Role in Risk Oversight
The board of directors oversees our risk management process. This oversight is primarily accomplished
through the board of directors’ committees and management’s reporting processes, including receiving regular
reports from members of senior management on areas of material risk to the company, including operational,
financial, legal and regulatory, and strategic and reputational risks. The audit committee focuses on risk related
to accounting, internal controls, and financial and tax reporting. The audit committee also assesses economic
and business risks and monitors compliance with ethical standards. The compensation committee identifies and
oversees risks associated with our executive compensation policies and practices, and the nominating and
corporate governance committee identifies and oversees risks associated with director independence, related
party transactions and the implementation of corporate governance policies.
Policies Governing Director Nominations
Director Qualifications
The nominating and corporate governance committee of the board of directors is responsible for
reviewing with the board of directors from time to time the appropriate qualities, skills and characteristics
desired of members of the board of directors in the context of the needs of the business and current make-up
of the board of directors. This assessment includes consideration of the following minimum qualifications that
the nominating and corporate governance committee believes must be met by all directors:
• nominees must have experience at a strategic or policy making level in a business, government, non-
profit or academic organization of high standing;
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Proxy Statement