iRobot 2015 Annual Report Download - page 35

Proxy Statement
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
No portion of this audit committee report shall be deemed to be incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, through any
general statement incorporating by reference in its entirety the proxy statement in which this report appears,
except to the extent that the Company specifically incorporates this report or a portion of it by reference. In
addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.
This report is submitted by the audit committee of the board of directors. The audit committee currently
consists of Mses. Deegan (chairman) and Stacy and Mr. Geisser. None of the members of the audit committee is
an officer or employee of the Company, and the board of directors has determined that each member of the audit
committee meets the independence requirements promulgated by NASDAQ and the SEC, including Rule
10A-3(b)(1) under the Exchange Act. Each of Mr. Geisser and Ms. Deegan is an “audit committee financial
expert” as is currently defined under SEC rules. The audit committee operates under a written charter adopted by
the board of directors.
The audit committee oversees the Company’s accounting and financial reporting processes on behalf of the
board of directors. The meetings of the audit committee are designed to facilitate and encourage communication
among the audit committee, Company management, the independent registered public accounting firm and the
Company’s internal audit function. The Company’s management has the primary responsibility for the financial
statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness
of internal control over financial reporting. In fulfilling its oversight responsibilities, the audit committee has
reviewed and discussed with management the Company’s consolidated financial statements for the fiscal quarters
and full year ended January 2, 2016, including a discussion of, among other things, the quarterly and annual
earnings press releases, the quality of the Company’s accounting principles, the reasonableness of significant
estimates and judgments, and the clarity of disclosures in the Company’s financial statements.
The audit committee ensures that the Company establishes and appropriately resources a professional
internal auditing function and that there are no unjustified restrictions or limitations imposed on that function. In
addition to reviewing and approving the annual internal audit plan and overseeing other internal audit activities,
the audit committee regularly reviews and discusses the results of internal audit reports.
The audit committee also reviewed with PricewaterhouseCoopers LLP, the Company’s independent
registered public accounting firm, the results of their audit and discussed matters required to be discussed by the
Auditing Standard No. 16, Communications with Audit Committees, as adopted by the Public Company
Accounting Oversight Board, other standards of the Public Company Accounting Oversight Board, rules of the
SEC and other applicable regulations. The audit committee has reviewed permitted services under rules of the
SEC as currently in effect and discussed with PricewaterhouseCoopers LLP their independence from
management and the Company, including the matters in the written disclosures and the letter from the
independent registered public accounting firm required by applicable requirements of the Public Company
Accounting Oversight Board regarding the independent accountant’s communications with the audit committee
concerning independence, and has considered and discussed the compatibility of non-audit services provided by
PricewaterhouseCoopers LLP with that firm’s independence. For each engagement, Company management
provided the audit committee with information about the services and fees, sufficiently detailed to allow the audit
committee to make an informed judgment about the nature and scope of the services and the potential for the
services to impair the independence of the independent registered public accounting firm. After the end of each
fiscal year, Company management provides the audit committee with a summary of actual fees incurred with the
independent registered public accounting firm.
The audit committee meets with the independent registered public accounting firm, with and without
management present, to discuss the results of their examinations; their evaluations of the Company’s internal
Notice of Annual Meeting of Stockholders and iRobot 2016 Proxy Statement
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