iRobot 2011 Annual Report Download - page 41

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PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS
The audit committee of the board of directors has retained the firm of PricewaterhouseCoopers LLP,
independent registered public accountants, to serve as independent registered public accountants for our 2012
fiscal year. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since
1999. The audit committee reviewed and discussed its selection of, and the performance of,
PricewaterhouseCoopers LLP for our 2011 fiscal year. As a matter of good corporate governance, the audit
committee has determined to submit its selection to stockholders for ratification. If the selection of independent
registered public accountants is ratified, the audit committee in its discretion may select a different independent
registered public accounting firm at any time during the year if it determines that such a change would be in the
best interests of us and our stockholders.
The audit committee of the board of directors has implemented procedures under our audit committee
pre-approval policy for audit and non-audit services, or the Pre-Approval Policy, to ensure that all audit and
permitted non-audit services to be provided to us have been pre-approved by the audit committee. Specifically,
the audit committee pre-approves the use of PricewaterhouseCoopers LLP for specified audit and non-audit
services, within approved monetary limits. If a proposed service has not been pre-approved pursuant to the
Pre-Approval Policy, then it must be specifically pre-approved by the audit committee before it may be provided
by PricewaterhouseCoopers LLP. Any pre-approved services exceeding the pre-approved monetary limits require
specific approval by the audit committee. For additional information concerning the audit committee and its
activities with PricewaterhouseCoopers LLP, see “The Board of Directors and Its Committees” and “Report of
the Audit Committee of the Board of Directors.”
Representatives of PricewaterhouseCoopers LLP attended all of the meetings of the audit committee in
2011. We expect that a representative of PricewaterhouseCoopers LLP will attend the annual meeting, and the
representative will have an opportunity to make a statement if he or she so desires. The representative will also
be available to respond to appropriate questions from stockholders.
PricewaterhouseCoopers LLP Fees
The following table shows the aggregate fees for professional services rendered by PricewaterhouseCoopers
LLP to us during the fiscal years December 31, 2011 and January 1, 2011.
2011 2010
Audit Fees ..................................... $837,421 $725,756
Audit-Related Fees .............................. — 3,013
Tax Fees ...................................... 133,390 45,000
All Other Fees .................................. 3,394 3,394
Total ......................................... $974,205 $777,163
Audit Fees
Audit Fees for both years consist of fees for professional services associated with the annual consolidated
financial statements audit, statutory filings, consents and assistance with and review of documents filed with the
Securities and Exchange Commission.
Audit-Related Fees
Consists of fees for accounting consultations and other services that were reasonably related to the
performance of audits or reviews of our financial statements and were not reported above under “Audit Fees.”
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