iRobot 2015 Annual Report Download - page 27

Proxy Statement
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, our by-laws provide that the independent members of our board of
directors will designate a lead independent director if the chairman of the board is not an 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 Dr. Chwang, Mses. Deegan, Ellinger, and Stacy, and
Messrs. Ali, Bell, Geisser, and McNamee are independent within the meaning of the director independence
standards of The NASDAQ Stock Market, Inc. (“NASDAQ”), and the SEC. 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 SEC.
Executive Sessions of Independent Directors
Executive sessions of the independent directors are held during 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. Ms. Ellinger currently serves as the lead independent director. In this role, Ms. Ellinger serves as
chairperson of the independent director sessions. The independent directors of the board of directors met in
executive session four (4) times in 2015.
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
critical issues;
• acting as a spokesperson for the independent directors able to talk with major investors and
stockholders on topics of overall governance;
• evaluating, along with the members of the compensation and talent 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.
In addition, the lead independent director works to ensure that “all voices are heard” within the boardroom
and proactively spends considerable time with the chief executive officer, and other executive officers, to
understand the Company’s vision and strategy and works to focus the board of directors on areas aligned with the
Company’s vision and strategy.
Notice of Annual Meeting of Stockholders and iRobot 2016 Proxy Statement
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