iRobot 2014 Annual Report Download - page 22

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Nominating and Corporate Governance Committee
The nominating and corporate governance committee of the board of directors currently consists of Messrs. McNamee and
Sagan, each of whom is an independent director within the meaning of the director independence standards of NASDAQ and
applicable rules of the SEC. Mr. Sagan serves as the chairman of the nominating and corporate governance committee. The
nominating and corporate governance committee’s responsibilities include:
• developing and recommending to the board criteria for board and committee membership;
• establishing procedures for identifying and evaluating director candidates including nominees recommended by
stockholders;
• identifying individuals qualified to become board members;
• recommending to the board the persons to be nominated for election as directors and to each of the board’s committees;
• developing and recommending to the board a code of business conduct and ethics and a set of corporate governance
guidelines; and
• overseeing the evaluation of the board and management.
The nominating and corporate governance committee met four (4) times during the fiscal year ended December 27, 2014. The
nominating and corporate governance 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.
Compensation Committee Interlocks and Insider Participation
During 2014, Dr. Chwang, Ms. Ellinger and Mr. McNamee served as members of the compensation committee. No member of
the compensation committee was an employee or former employee of us or any of our subsidiaries, or had any relationship with us
requiring disclosure herein.
During the last year, no executive officer of the Company served as: (i) a member of the compensation committee (or other
committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of
directors) of another entity, one of whose executive officers served on our compensation committee; (ii) a director of another entity,
one of whose executive officers served on our compensation committee; or (iii) a member of the compensation committee (or other
committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of
directors) of another entity, one of whose executive officers served as a director of the Company.
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), Ms. Deegan and Gen. Kern. 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. Each of Mr. Geisser
and Ms. Deegan 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 quarters and full year ended December 27, 2014, including a discussion of, among other things, the quarterly and annual
earnings press releases, 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. 16,
Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board, 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