iRobot 2010 Annual Report Download - page 40

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PROPOSAL 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS
The audit committee of the board of directors has retained the firm of PricewaterhouseCoopers LLP,
independent registered public accountants, to serve as independent registered public accountants for our 2011
fiscal year. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since
1999. The audit committee reviewed and discussed its selection of, and the performance of, Pricewaterhouse-
Coopers LLP for our 2010 fiscal year. As a matter of good corporate governance, the audit committee has
determined to submit its selection to stockholders for ratification. If the selection of independent registered
public accountants is ratified, the audit committee in its discretion may select a different independent
registered public accounting firm at any time during the year if it determines that such a change would be in
the best interests of us and our stockholders.
The audit committee of the board of directors has implemented procedures under our audit committee
pre-approval policy for audit and non-audit services, or the Pre-Approval Policy, to ensure that all audit and
permitted non-audit services to be provided to us have been pre-approved by the audit committee. Specifically,
the audit committee pre-approves the use of PricewaterhouseCoopers LLP for specified audit and non-audit
services, within approved monetary limits. If a proposed service has not been pre-approved pursuant to the
Pre-Approval Policy, then it must be specifically pre-approved by the audit committee before it may be
provided by PricewaterhouseCoopers LLP. Any pre-approved services exceeding the pre-approved monetary
limits require specific approval by the audit committee. For additional information concerning the audit
committee and its activities with PricewaterhouseCoopers LLP, see “The Board of Directors and Its Commit-
tees” and “Report of the Audit Committee of the Board of Directors.”
Representatives of PricewaterhouseCoopers LLP attended all of the meetings of the audit committee in
2010. We expect that a representative of PricewaterhouseCoopers LLP will attend the annual meeting, and the
representative will have an opportunity to make a statement if he or she so desires. The representative will
also be available to respond to appropriate questions from stockholders.
PricewaterhouseCoopers LLP Fees
The following table shows the aggregate fees for professional services rendered by PricewaterhouseCoop-
ers LLP to us during the fiscal years ended January 1, 2011 and January 2, 2010.
2010 2009
Audit Fees ................................................. $725,756 $710,848
Audit-Related Fees ........................................... 3,013 31,653
Tax Fees ................................................... 45,000 —
All Other Fees .............................................. 3,394 3,075
Total ...................................................... $777,163 $745,576
Audit Fees
Audit Fees for both years consist of fees for professional services associated with the annual consolidated
financial statements audit, statutory filings, consents and assistance with and review of documents filed with
the Securities and Exchange Commission.
Audit-Related Fees
Consists of fees for accounting consultations and other services that were reasonably related to the
performance of audits or reviews of our financial statements and were not reported above under “Audit Fees.”
36