iRobot 2012 Annual Report Download - page 17

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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.
We do not have a formal diversity policy. However, pursuant to the Policy Governing Director Qualifications and
Nominations, as part of its evaluation of potential director candidates and in addition to other standards the nominating and
corporate governance committee may deem appropriate from time to time for the overall structure and composition of the
board of directors, the nominating and corporate governance committee may consider whether each candidate, if elected, assists
in achieving a mix of board members that represent a diversity of background and experience. Accordingly, 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 to 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 recommendations 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.
Procedures for Recommendation of Director Nominees by Stockholders
The nominating and corporate governance committee will consider director nominee candidates who are recommended
by our stockholders. Stockholders, in submitting recommendations to the nominating and corporate governance committee for
director nominee candidates, shall follow the following procedures:
The nominating and corporate governance committee must receive any such recommendation for nomination not later
than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the first anniversary
of the date of the proxy statement delivered to stockholders in connection with the preceding year’s annual meeting.
Proxy Statement