iRobot 2012 Annual Report Download - page 23

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17
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
No portion of this audit committee report shall be deemed to be incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, through any general statement
incorporating by reference in its entirety the proxy statement in which this report appears, except to the extent that the
Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed filed
under either the Securities Act or the Exchange Act.
This report is submitted by the audit committee of the board of directors. The audit committee currently consists of
Mr. Geisser (chairman), Gen.Kern and Ms. Deegan. None of the members of the audit committee is an officer or employee of
the Company, and the board of directors has determined that each member of the audit committee meets the independence
requirements promulgated by NASDAQ and the Securities and Exchange Commission, including Rule 10A-3(b)(1) under the
Exchange Act. Mr. Geisser is an “audit committee financial expert” as is currently defined under SEC rules. The audit
committee operates under a written charter adopted by the board of directors.
The audit committee oversees the Company's accounting and financial reporting processes on behalf of the board of
directors. The Company's management has the primary responsibility for the financial statements, for maintaining effective
internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. In
fulfilling its oversight responsibilities, the audit committee has reviewed and discussed with management the Company's
consolidated financial statements for the fiscal year ended December 29, 2012, including a discussion of, among other things,
the quality of the Company's accounting principles, the reasonableness of significant estimates and judgments, and the clarity
of disclosures in the Company's financial statements.
The audit committee also reviewed with PricewaterhouseCoopers LLP, the Company's independent registered public
accounting firm, the results of their audit and discussed matters required to be discussed by the Statement on Auditing
Standards No. 61 as amended (AICPA, Professional Standards, Vol. 1, AU section 380), other standards of the Public Company
Accounting Oversight Board, rules of the Securities and Exchange Commission and other applicable regulations. The audit
committee has reviewed permitted services under rules of the Securities and Exchange Commission as currently in effect and
discussed with PricewaterhouseCoopers LLP their independence from management and the Company, including the matters in
the written disclosures and the letter from the independent registered public accounting firm required by applicable
requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with
the audit committee concerning independence, and has considered and discussed the compatibility of non-audit services
provided by PricewaterhouseCoopers LLP with that firm's independence.
The audit committee meets with the independent registered public accounting firm, with and without management
present, to discuss the results of their examinations; their evaluations of the Company's internal control, including internal
control over financial reporting; and the overall quality of the Company's financial reporting.
Based on its review of the financial statements and the aforementioned discussions, the audit committee concluded that it
would be reasonable to recommend, and on that basis did recommend, to the board of directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the year ended December 29, 2012.
The audit committee has also evaluated the performance of PricewaterhouseCoopers LLP, including, among other things,
the amount of fees paid to PricewaterhouseCoopers LLP for audit and non-audit services in 2012. Information about
PricewaterhouseCoopers LLP's fees for 2012 is discussed below in this proxy statement under “Proposal 2 - Ratification of
Appointment of Independent Registered Public Accountants.” Based on its evaluation, the audit committee has retained
PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for the 2013 fiscal year.
Respectfully submitted by the Audit Committee,
Andrea Geisser (chairman)
Paul J. Kern
Gail Deegan
Proxy Statement