iRobot 2011 Annual Report Download - page 20

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Proxy Statement
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Board of Directors
The board of directors met seven (7) times during the fiscal year ended December 31, 2011, and took action
by unanimous written consent two (2) times. Each of the directors attended at least 75% of the aggregate of the
total number of meetings of the board of directors and the total number of meetings of all committees of the
board of directors on which they served during fiscal 2011. The board of directors has the following standing
committees: audit committee; compensation committee; and nominating and corporate governance committee,
each of which operates pursuant to a separate charter that has been approved by the board of directors. A current
copy of each charter is available at http://www.irobot.com. Each committee reviews the appropriateness of its
charter at least annually. Each committee retains the authority to engage its own advisors and consultants. The
composition and responsibilities of each committee are summarized below.
Audit Committee
The audit committee of the board of directors currently consists of Messrs. Geisser, McNamee and
Ms. Deegan, each of whom is an independent director within the meaning of the director independence standards
of NASDAQ and the Securities and Exchange Commission, or SEC, including Rule 10A-3(b)(1) under the
Securities Exchange Act of 1934, as amended, or the Exchange Act. In May 2011, Ms. Deegan replaced
Mr. Meekin on the audit committee. Mr. Geisser serves as the chairman of the audit committee. In addition, the
board of directors has determined that Mr. Geisser is financially literate and that Mr. Geisser qualifies as an
“audit committee financial expert” under the rules of the SEC. Stockholders should understand that this
designation is a disclosure requirement of the SEC related to Mr. Geisser’s experience and understanding with
respect to certain accounting and auditing matters. The designation does not impose upon Mr. Geisser any duties,
obligations or liability that are greater than are generally imposed on him as a member of the audit committee
and the board of directors, and his designation as an audit committee financial expert pursuant to this SEC
requirement does not affect the duties, obligations or liability of any other member of the audit committee or the
board of directors.
The audit committee met six (6) times during the fiscal year ended December 31, 2011. The audit
committee operates under a written charter adopted by the board of directors, a current copy of which is available
at the Corporate Governance section of our website at http://www.irobot.com.
As described more fully in its charter, the audit committee oversees our accounting and financial reporting
processes, internal controls and audit functions. In fulfilling its role, the audit committee responsibilities include:
• appointing, approving the compensation of, and assessing the independence of our independent
registered public accounting firm;
• pre-approving auditing and permissible non-audit services, and the terms of such services, to be
provided by our independent registered public accounting firm;
• reviewing and discussing with management and the independent registered public accounting firm our
annual and quarterly financial statements and related disclosures;
• coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;
• establishing policies and procedures for the receipt and retention of accounting related complaints and
concerns; and
• preparing the audit committee report required by SEC rules to be included in our annual proxy
statement.
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