iRobot 2007 Annual Report Download - page 12

of the board of directors. This assessment includes consideration of the following minimum qualifications that
the nominating and corporate governance committee believes must be met by all directors:
• nominees must have experience at a strategic or policy making level in a business, government, non-
profit or academic organization of high standing;
• nominees must be highly accomplished in his or her respective field, with superior credentials and
recognition;
• nominees must be well regarded in the community and shall have a long-term reputation for the highest
ethical and moral standards;
• nominees must have sufficient time and availability to devote to the affairs of the Company, particularly
in light of the number of boards on which the nominee may serve;
• nominees must be free of conflicts of interest and potential conflicts of interest, in particular with
relationships with other boards; and
• nominees must, to the extent such nominee serves or has previously served on other boards,
demonstrate a history of actively contributing at board meetings.
The board of directors seeks members from diverse professional backgrounds who combine a broad
spectrum of relevant industry and strategic experience and expertise that, in concert, offer us and our
stockholders diversity of opinion and insight in the areas most important us and our corporate mission. In
addition, nominees for director are selected to have complementary, rather than overlapping, skill sets. All
candidates for director nominee must have time available to devote to the activities of the board of directors.
The nominating and corporate governance committee also considers the independence of candidates for
director nominee, including the appearance of any conflict in serving as a director. Candidates for director
nominee who do not meet all of these criteria may still be considered for nomination to the board of directors,
if the nominating and corporate governance committee believes that the candidate will make an exceptional
contribution to us and our stockholders.
Process for Identifying and Evaluating Director Nominees
The board of directors is responsible for selecting its own members. The board of directors delegates the
selection and nomination process to the nominating and corporate governance committee, with the expectation
that other members of the board of directors, and of management, will be requested to take part in the process
as appropriate.
Generally, the nominating and corporate governance committee identifies candidates for director nominee
in consultation with management, through the use of search firms or other advisors, through the recommenda-
tions submitted by stockholders or through such other methods as the nominating and corporate governance
committee deems to be helpful to identify candidates. Once candidates have been identified, the nominating
and corporate governance committee confirms that the candidates meet all of the minimum qualifications for
director nominees established by the nominating and corporate governance committee. The nominating and
corporate governance committee may gather information about the candidates through interviews, detailed
questionnaires, comprehensive background checks or any other means that the nominating and corporate
governance committee deems to be helpful in the evaluation process. The nominating and corporate
governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate,
both on an individual basis and taking into account the overall composition and needs of the board of
directors. Based on the results of the evaluation process, the nominating and corporate governance committee
recommends candidates for the board of directors’ approval as director nominees for election to the board of
directors. The nominating and corporate governance committee also recommends candidates to the board of
directors for appointment to the committees of the board of directors.
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