iRobot 2009 Annual Report Download - page 13

Proxy Statement
For security holder communications directed to an individual director in his or her capacity as a member
of the board of directors, security holders may send such communications to the attention of the individual
director by U.S. mail (including courier or expedited delivery service) to:
iRobot Corporation
8 Crosby Drive
Bedford, Massachusetts 01730
Attn: [Name of the director], c/o Secretary
We will forward any such security holder communication to the chairman of the board, as a representative
of the board of directors, or to the director to whom the communication is addressed, on a periodic basis. We
will forward such communications by certified U.S. mail to an address specified by each director and the
chairman of the board for such purposes or by secure electronic transmission.
Policy Governing Director Attendance at Annual Meetings of Stockholders
Our policy is to schedule a regular meeting of the board of directors on the same date as our annual
meeting of stockholders and, accordingly, directors are encouraged to be present at our stockholder meetings.
The nine (9) board members, who were directors at the time of the annual meeting of stockholders held in
2009, attended the meeting.
Board of Directors Evaluation Program
The board of directors performs annual self-evaluations of its composition and performance, including
evaluations of its standing committees and individual evaluations for each director. In addition, each of the
standing committees of the board of directors conducts it own self-evaluation, which is reported to the board
of directors. The board of directors retains the authority to engage its own advisors and consultants.
For more corporate governance information, you are invited to access the Corporate Governance section
of our website available at http://www.irobot.com.
Code of Ethics
We have adopted a “code of ethics,” as defined by regulations promulgated under the Securities Act of
1933, as amended, and the Exchange Act, that applies to all of our directors and employees worldwide,
including our principal executive officer, principal financial officer, principal accounting officer and controller,
or persons performing similar functions. A current copy of the Code of Business Conduct and Ethics is
available at the Corporate Governance section of our website at http://www.irobot.com. A copy of the Code of
Business Conduct and Ethics may also be obtained, free of charge, from us upon a request directed to: iRobot
Corporation, 8 Crosby Drive, Bedford, Massachusetts 01730, Attention: Investor Relations. We intend to
disclose any amendment to or waiver of a provision of the Code of Business Conduct and Ethics that applies
to our principal executive officer, principal financial officer, principal accounting officer or controller, or
persons performing similar functions, by posting such information on its website available at
http://www.irobot.com and/or in our public filings with the Securities and Exchange Commission.
For more corporate governance information, you are invited to access the Corporate Governance section
of our website available at http://www.irobot.com.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Board of Directors
The board of directors met six (6) times during the fiscal year ended January 2, 2010, and took action by
unanimous written consent two (2) 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 2009. 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 http://www.irobot.com. Each committee reviews the appropriateness
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