iRobot 2012 Annual Report Download - page 16

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10
CORPORATE GOVERNANCE AND BOARD MATTERS
Board Leadership Structure
Mr. Angle serves as our chief executive officer and chairman of the board. The board of directors believes that having our
executive officer as chairman of the board facilitates the board of directors’ decision-making process because Mr. Angle has
first-hand knowledge of our operations and the major issues facing us. This also enables Mr. Angle to act as the key link
between the board of directors and other members of management. To assure effective independent oversight, the board of
directors annually appoints a lead independent director, as discussed further in “Executive Sessions of Independent Directors”
below.
Independence of Members of the Board of Directors
The board of directors has determined that Drs. Chwang and Gansler, Mses. Deegan and Ellinger and Messrs. Geisser,
McNamee, Meekin, Sagan, and Gen. Kern are independent within the meaning of the director independence standards of The
NASDAQ Stock Market, Inc., or NASDAQ, and the Securities and Exchange Commission, including Rule 10A-3(b)(1) under
the Securities Exchange Act of 1934, as amended, or the Exchange Act. Furthermore, the board of directors has determined that
each member of each of the committees of the board of directors is independent within the meaning of the director
independence standards of NASDAQ and the Securities and Exchange Commission.
Executive Sessions of Independent Directors
Executive sessions of the independent directors are held prior to each regularly scheduled in-person meeting of the board
of directors. Executive sessions do not include any of our non-independent directors and are chaired by a lead independent
director who is appointed annually by the board of directors from our independent directors. Mr. McNamee currently serves as
the lead independent director. In this role, Mr. McNamee serves as chairperson of the independent director sessions. The
independent directors of the board of directors met in executive session four (4) times in 2012.
In addition to acting as the chairperson of the independent director sessions, the lead independent director assists the
board in assuring effective corporate governance. The lead independent director’s specific duties include:
• providing the chairman of the board with input as to preparation of agendas for meetings;
• advising the chairman of the board as to the quality, quantity and timeliness of the flow of information from the
company’s management that is necessary for the independent directors to effectively and responsibly perform their
duties;
• coordinating and developing the agenda for the executive sessions of the independent directors;
• acting as principal liaison between the independent directors and the chairman of the board on sensitive issues;
• evaluating, along with the members of the compensation committee, the chief executive officer’s performance and
meeting with the chief executive officer to discuss such evaluation; and
• acting as chairperson of the board in the absence of the chairman of the board or a vacancy in the position of
chairman of the board.
The Board of Directors’ Role in Risk Oversight
The board of directors oversees our risk management process. This oversight is primarily accomplished through the
board of directors’ committees and management’s reporting processes, including receiving regular reports from members of
senior management on areas of material risk to the company, including operational, financial, legal and regulatory, and strategic
and reputational risks. The audit committee focuses on risk related to accounting, internal controls, and financial and tax
reporting. The audit committee also assesses economic and business risks and monitors compliance with ethical standards. The
compensation committee identifies and oversees risks associated with our executive compensation policies and practices, and
the nominating and corporate governance committee identifies and oversees risks associated with director independence,
related party transactions and the implementation of corporate governance policies.
Policies Governing Director Nominations
Director Qualifications
The nominating and corporate governance committee of the board of directors is responsible for reviewing with the
board of directors from time to time the appropriate qualities, skills and characteristics desired of members of the board of
directors in the context of the needs of the business and current make-up of the board of directors. This assessment includes