iRobot 2010 Annual Report Download - page 19

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 appropriate-
ness 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 Messrs. Geisser, McNamee and
Meekin, 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 is financially literate and
that Mr. Geisser qualifies as an “audit committee financial expert” under the rules of the SEC. Stockholders
should understand that this designation is a disclosure requirement of the SEC related to Mr. Geisser’s
experience and understanding with respect to certain accounting and auditing matters. The designation does
not impose upon Mr. Geisser any duties, obligations or liability that are greater than are generally imposed on
him as a member of the audit committee and the board of directors, and his designation as an audit committee
financial expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any
other member of the audit committee or the board of directors.
The audit committee met five (5) times during the fiscal year ended January 1, 2011. 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 our accounting and financial
reporting processes, internal controls and audit functions. In fulfilling its role, the audit committee responsibil-
ities 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;
• establishing policies and procedures for the receipt and retention of accounting related complaints and
concerns; and
• preparing the audit committee report required by SEC rules to be included in our annual proxy
statement.
Compensation Committee
The compensation committee of the board of directors currently consists of Mr. McNamee, Gen. Kern,
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 Rule 162(m) of the Internal Revenue 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;
• evaluating the performance of our chief executive officer in light of such corporate goals and objectives
and determining the compensation of our chief executive officer;
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Proxy Statement