iRobot 2015 Annual Report Download - page 36

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control, including internal control over financial reporting; and the overall quality of the Company’s financial
reporting. Additionally, the audit committee meets in separate executive sessions with the Company’s chief
financial officer and the head of internal audit.
In accordance with SEC rules and PricewaterhouseCoopers LLP policies, lead and concurring audit
partners are subject to rotation requirements that limit the number of consecutive years an individual partner may
provide services to our Company to a maximum of five years. The selection of the lead audit partner pursuant to
this rotation policy involves a meeting between the candidate for the role and the chair of the audit committee, as
well as with the full audit committee and members of management.
The audit committee has also evaluated the performance of PricewaterhouseCoopers LLP, including,
among other things, the length of time the firm has been engaged; its familiarity with our operations and
businesses, accounting policies and practices, and our internal controls over financial reporting; and the
appropriateness of fees paid to PricewaterhouseCoopers LLP for audit and non-audit services in 2015, on an
absolute basis and as compared to the scope of prior year audits. Information about PricewaterhouseCoopers
LLP’s fees for 2015 is discussed below in this proxy statement under “Proposal 2 - Ratification of Appointment
of Independent Registered Public Accountants.” Based on its evaluation, the audit committee has retained
PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the
2016 fiscal year.
Based on its review of the financial statements and the aforementioned discussions, the audit committee
concluded that it would be reasonable to recommend, and on that basis did recommend, to the board of directors
that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year
ended January 2, 2016, which was filed with the SEC on February 19, 2016.
Respectfully submitted by the Audit Committee,
Gail Deegan (chairman)
Michelle Stacy
Andrea Geisser
Notice of Annual Meeting of Stockholders and iRobot 2016 Proxy Statement
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