iRobot 2015 Annual Report Download - page 60

PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS
The audit committee of the board of directors has retained the firm of PricewaterhouseCoopers LLP
(“PwC”), independent registered public accountants, to serve as independent registered public accountants for
our 2016 fiscal year. PwC has served as our independent registered public accounting firm since 1999. The
Company is asking stockholders to ratify the selection by the audit committee of the board of directors of PwC as
our independent auditors for the 2016 fiscal year. Although ratification by the stockholders is not required by
law, the board of directors has determined that it is desirable to request approval of this selection by the
stockholders as a matter of good corporate governance. In the event the stockholders fail to ratify the
appointment of PwC, the audit committee will consider this factor when making any determinations regarding
PwC.
Independence and Quality
As provided in the audit committee charter, the audit committee is directly responsible for the
appointment, compensation, retention and oversight of the work of the independent auditors for the purpose of
preparing or issuing an audit report or performing other audit, review or attest services for the company. Each
year, the audit committee considers whether to retain PwC and whether such service continues to be in the best
interests of the Company and our stockholders. Among other things, the audit committee considers:
• the quality and scope of the audit;
• the independence of PwC;
• the performance of the lead engagement partner, the number of people staffed on the engagement
team, and the quality of the engagement team, including the quality of the audit committee’s
ongoing communications with and the capability and expertise of the team;
• PwC’s tenure as our independent auditor and its familiarity with our global operations and
business, accounting policies and practices, and internal controls over financial reporting; and
• external data relating to audit quality and performance, including recent PCAOB inspection
reports available for PwC.
Based on this evaluation, the members of the audit committee and the board of directors believe that PwC is
independent and that it is in the best interests of the Company and our stockholders to retain PwC to serve as our
independent auditors for the fiscal year 2016.
The audit committee is also responsible for selecting the lead engagement partner. The rules of the
Securities and Exchange Commission (the “SEC”) and PwC’s policies require mandatory rotation of the lead
engagement partner every five years. In 2015, the audit committee selected a new lead engagement partner for
the 2016 fiscal year. During 2015, the audit committee, including the chair of the audit committee, were directly
involved in the selection of the new lead engagement partner. The process for selecting a new lead engagement
partner was fulsome and allowed for thoughtful consideration of multiple candidates, each of whom met a list of
specified criteria. The process included discussions between the chair of the audit committee and PwC as to all of
the final candidates under consideration for the position, meetings with the full audit committee and
management, and robust interviews with the final candidates.
Notice of Annual Meeting of Stockholders and iRobot 2016 Proxy Statement
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