iRobot 2011 Annual Report Download - page 123

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures.
As required by Rule 13a-15(b) under the Exchange Act, we have carried out an evaluation, under the
supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and
our Chief Financial Officer (“CFO”), of the effectiveness, as of the end of the period covered by this report, of
the design and operation of our “disclosure controls and procedures” as defined in Rule 13a-15(e) promulgated
by the SEC under the Exchange Act. Based upon that evaluation, our CEO and our CFO concluded that our
disclosure controls and procedures, as of the end of such period, were adequate and effective to ensure that
information required to be disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms,
and that such information was accumulated and communicated to management, as appropriate, to allow timely
decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control
over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f)
promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s
principal executive and principal financial officers and effected by the Company’s board of directors,
management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures that:
• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of the assets of the Company;
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of management and
directors of the Company; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Under the supervision and with the participation of management, including our principal executive and
financial officers, we assessed the Company’s internal control over financial reporting as of December 31, 2011,
based on criteria for effective internal control over financial reporting established in Internal Control —
Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Based on this assessment, management concluded that the Company maintained effective internal
control over financial reporting as of December 31, 2011 based on the specified criteria.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2011 has
been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in
their report which is included herein.
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