iRobot 2015 Annual Report Download - page 61
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Proxy Statement
Pre-Approval of Audit and Non-audit Services
The audit committee of the board of directors has implemented procedures under our audit committee pre-
approval policy for audit and non-audit services (the “Pre-Approval Policy”) to ensure that all audit and
permitted non-audit services to be provided to us have been pre-approved by the audit committee. Specifically,
the audit committee pre-approves the use of PwC for specified audit and non-audit services, within approved
monetary limits. If a proposed service has not been pre-approved pursuant to the Pre-Approval Policy, then it
must be specifically pre-approved by the audit committee before it may be provided by PwC. Any pre-approved
services exceeding the pre-approved monetary limits require specific approval by the audit committee. For
additional information concerning the audit committee and its activities with PwC, see “The Board of Directors
and Its Committees” and “Report of the Audit Committee of the Board of Directors.”
Representatives of PwC attended all of the standard audit committee meetings in 2015. We expect that a
representative of PwC will attend the annual meeting, and the representative will have an opportunity to make a
statement if he or she so desires. The representative will also be available to respond to appropriate questions
from stockholders.
PricewaterhouseCoopers LLP Fees
The following table shows the aggregate fees for professional services rendered by PwC to us during the fiscal
years ended January 2, 2016 and December 27, 2014.
2015 2014
Audit Fees $ 1,056,021 $ 963,497
Audit-Related Fees 278,217 124,569
Tax Fees 140,187 150,000
All Other Fees 3,394 3,394
Total $ 1,477,819 $ 1,241,460
Audit Fees
Audit Fees for both years consist of fees for professional services associated with the annual consolidated
financial statements audit, statutory filings, consents and assistance with and review of documents filed with the
SEC.
Audit-Related Fees
Consists of fees associated with services related to review of accounting for significant transactions and
other services that were reasonably related to the performance of audits or reviews of our financial statements
and were not reported above under “Audit Fees.”
Tax Fees
Tax Fees consist of fees for professional services rendered for assistance with federal, state, local and
international tax planning and compliance.
All Other Fees
All other fees include licenses to technical accounting research software. The audit committee has
determined that the provision of services described above to us by PwC is compatible with maintaining their
independence.
Notice of Annual Meeting of Stockholders and iRobot 2016 Proxy Statement
53