iRobot 2015 Annual Report Download - page 32

THE BOARD OF DIRECTORS AND ITS COMMITTEES
Board of Directors
The board of directors met twelve (12) times during the fiscal year ended January 2, 2016, and took action
by unanimous written consent six (6) times. Each of the directors attended at least 75% of the aggregate of the
total number of meetings of the board of directors and the total number of meetings of all committees of the
board of directors on which they served during fiscal 2015. The board of directors has the following standing
committees: audit committee; compensation and talent committee; nominating and corporate governance
committee; and strategy and finance committee, each of which operates pursuant to a separate charter that has
been approved by the board of directors. A current copy of each charter is available at the Corporate Governance
section of our website at http://www.irobot.com. Each committee reviews the appropriateness of its charter at
least annually. Each committee retains the authority to engage its own advisors and consultants. The composition
and responsibilities of each committee are summarized below.
Audit Committee
The audit committee of the board of directors currently consists of Mr. Geisser and Mses. Deegan and
Stacy, each of whom is an independent director within the meaning of the director independence standards of
NASDAQ and the SEC, including Rule 10A-3(b)(1) under the Exchange Act, as amended, or the Exchange Act.
In addition, the board of directors has determined that each of Mr. Geisser and Mses. Deegan and Stacy are
financially literate and that Mr. Geisser and Ms. Deegan each qualifies as an “audit committee financial expert”
under the rules of the SEC. Ms. Deegan serves as the chairman of the audit committee. The Company expects
that Mr. Bell will be appointed to serve on the audit committee.
The audit committee met seven (7) times and took action by unanimous written consent one (1) time
during the fiscal year ended January 2, 2016. The audit committee operates under a written charter adopted by
the board of directors, a current copy of which is available at the Corporate Governance section of our website at
http://www.irobot.com.
As described more fully in its charter, the audit committee oversees the integrity of our financial
statements, our accounting and financial reporting processes, our internal controls over financial reporting, our
internal and external audit functions and the safeguarding of our assets. In fulfilling its role, the audit committee
responsibilities include:
• appointing, approving the compensation of, and assessing the independence of our independent
registered public accounting firm;
• pre-approving auditing and permissible non-audit services (including certain tax compliance,
planning and advice services), and the terms of such services, to be provided by our independent
registered public accounting firm;
• reviewing and discussing with management and the independent registered public accounting firm
our annual and quarterly financial statements and related disclosures;
• coordinating the oversight and reviewing the adequacy of our internal control over financial
reporting;
• overseeing the performance of our internal auditors and internal audit functions, including reviewing
the annual internal audit risk assessment as well as the scope of, and overall plans for, the annual
internal audit program;
• establishing policies and procedures for the receipt and retention of accounting related complaints
and concerns;
• reviewing and discussing with management risk assessments and risk management, including cyber
security;
• overseeing the development of business continuity plans;
Notice of Annual Meeting of Stockholders and iRobot 2016 Proxy Statement
24