iRobot 2015 Annual Report Download - page 28

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 and talent 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. The strategy and finance committee
oversees currency risk management policies and risk related to other treasury and tax 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 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 their respective fields, 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 board 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.
Notice of Annual Meeting of Stockholders and iRobot 2016 Proxy Statement
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