iRobot 2014 Annual Report Download - page 20

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14
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Board of Directors
The board of directors met six (6) times during the fiscal year ended December 27, 2014, and took action by unanimous written
consent four (4) 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 2014. 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 the Corporate Governance section of our website 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 Mr. Geisser, Ms. Deegan and Gen. Kern, 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.
Mr. Geisser serves as the chairman of the audit committee. In addition, the board of directors has determined that Mr. Geisser, Ms.
Deegan and Gen. Kern are each financially literate and that Mr. Geisser and Ms. Deegan each qualifies as an “audit committee
financial expert” under the rules of the SEC.
The audit committee met seven (7) times and took action by unanimous written consent one (1) time during the fiscal year
ended December 27, 2014. 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 the integrity of our financial statements, our accounting and
financial reporting processes, our internal controls over financial reporting, our internal and external audit functions and the
safeguarding of our assets. 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;
• overseeing the performance of our internal auditors and internal audit functions, including reviewing the annual internal
audit risk assessment as well as the scope of, and overall plans for, the annual internal audit program;
• establishing policies and procedures for the receipt and retention of accounting related complaints and concerns;
• reviewing and discussing with management risk assessment and risk management, including cyber security;
• overseeing the development of business continuity plans;
• overseeing our compliance with certain legal and regulatory requirements including, but not limited to, the Foreign
Corrupt Practices Act;
• preparing the audit committee report required by SEC rules to be included in our annual proxy statement: and
• such other matters as the committee deems appropriate.
For additional information concerning the audit committee, see the “Report of the Audit Committee of the Board of Directors.”
Compensation Committee
The compensation committee of the board of directors currently consists of Mr. McNamee, Ms. Ellinger and Dr. Chwang, each
of whom is an independent director within the meaning of the director independence standards of NASDAQ, a non-employee director
as defined in Rule 16b-3 of the Exchange Act, and an outside director pursuant to Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"). Mr. McNamee serves as the chairman of the compensation committee. The compensation committee’s
responsibilities include:
• annually reviewing and approving corporate goals and objectives relevant to compensation of our chief executive officer
and other executive officers;