iRobot 2014 Annual Report Download - page 23

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17
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. Additionally, the audit committee meets in separate executive
sessions with the Company’s Chief Financial Officer and the head of internal audit.
In accordance with SEC rules and PricewaterhouseCoopers LLP policies, lead and concurring audit partners are subject to
rotation requirements that limit the number of consecutive years an individual partner may provide services to our Company to a
maximum of five years. The selection of the lead audit partner pursuant to this rotation policy involves a meeting between the
candidate for the role and the chair of the audit committee, as well as with the full audit committee and members of management.
The audit committee has also evaluated the performance of PricewaterhouseCoopers LLP, including, among other things, the
length of time the firm has been engaged; its familiarity with our operations and businesses, accounting policies and practices, and our
internal controls over financial reporting; and the appropriateness of fees paid to PricewaterhouseCoopers LLP for audit and non-audit
services in 2014, on an absolute basis and as compared to the scope of prior year audits. Information about PricewaterhouseCoopers
LLP's fees for 2014 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 2015 fiscal year.
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 27, 2014.
Respectfully submitted by the Audit Committee,
Andrea Geisser (chairman)
Gail Deegan
Paul J. Kern
Proxy Statement