iRobot 2011 Annual Report Download - page 15

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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, Mses. Deegan and Ellinger 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. The independent directors of the board of directors met in
executive session four (4) times in 2011.
In addition to acting as the chairperson of the independent director sessions, the lead independent director
assists the board in assuring effective corporate governance. The lead independent director’s specific duties
include:
• providing the chairman of the board with input as to preparation of agendas for meetings;
• advising the chairman of the board as to the quality, quantity and timeliness of the flow of information
from the company’s management that is necessary for the independent directors to effectively and
responsibly perform their duties;
• coordinating and developing the agenda for the executive sessions of the independent directors;
• acting as principal liaison between the independent directors and the chairman of the board on sensitive
issues;
• evaluating, along with the members of the compensation committee, the chief executive officer’s
performance and meeting with the chief executive officer to discuss such evaluation; and
• acting as chairperson of the board in the absence of the chairman of the board or a vacancy in the
position of chairman of the board.
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,
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