iRobot 2013 Annual Report Download - page 17

11
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 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.
Proxy Statement