XM Radio 2008 Annual Report Download - page 121

How often are directors elected to the board?
All Common Stock Directors stand for election annually. The Preferred Stock Directors will serve until
their respective successors have been duly elected and qualified pursuant to the Certificate of Designations for
the Series B-1 Preferred Stock. Our board reaffirms its accountability to common stockholders through this
annual election process.
How are nominees for the board of directors selected?
Our Nominating and Corporate Governance Committee reviews possible candidates to be Common Stock
Directors and is responsible for overseeing matters of corporate governance, including the evaluation of
performance and practices of the board of directors, the board’s committees, management succession plans and
executive resources. The Nominating and Corporate Governance Committee considers suggestions from many
sources, including stockholders, for possible Common Stock Directors. Such suggestions, together with
appropriate biographical information, should be submitted to our Corporate Secretary, Sirius XM Radio Inc.,
1221 Avenue of the Americas, 36th Floor, New York, New York 10020. Candidates who are suggested by our
stockholders are evaluated by the Nominating and Corporate Governance Committee in the same manner as
are other possible candidates to be Common Stock Directors. During 2008, our board of directors did not
retain any third parties to assist in the process of identifying and evaluating potential nominees to be Common
Stock Directors.
In its assessment of each potential candidate, including those recommended by stockholders, the
Nominating and Corporate Governance Committee takes into account all factors it considers appropriate,
which may include (a) ensuring that the board of directors, as a whole, is diverse and consists of individuals
with various and relevant career experience, relevant technical skills, industry knowledge and experience,
financial expertise (including expertise that could qualify a director as a “financial expert,” as that term is
defined by the rules of the SEC), local or community ties and (b) minimum individual qualifications, including
strength of character, mature judgment, familiarity with our business and related industries, independence of
thought and an ability to work collegially. The Nominating and Corporate Governance Committee also may
consider the extent to which the candidate would fill a present need on the board of directors. After conducting
an initial evaluation of a candidate, the Nominating and Corporate Governance Committee will interview that
candidate if it believes the candidate might be suitable to be a Common Stock Director and may also ask the
candidate to meet with other directors and management. If the Nominating and Corporate Governance
Committee believes a candidate would be a valuable addition to the board of directors, it will recommend to
the full board that candidate’s election as a Common Stock Director.
Who is the board’s chairman?
Gary M. Parsons is the chairman of our board of directors. The chairman of our board organizes the work
of the board and ensures that the board has access to sufficient information to enable the board to carry out its
functions, including monitoring our performance and the performance of management. The chairman, among
other things, presides over meetings of the board of directors, establishes the agendas of each meeting of the
board in consultation with our Chief Executive Officer, oversees the distribution of information to directors,
and performs other duties or assignments as agreed with either the board of directors or our Chief Executive
Officer.
How does the board determine which directors are considered independent?
Our board reviews the independence of our directors annually. The provisions of our Corporate Governance
Guidelines regarding director independence meet, and in some areas exceed, the listing standards of the
NASDAQ Global Select Market. A copy of the Guidelines is available on our website at www.siriusxm.com.
Pursuant to the Guidelines, the board undertook a review of director independence in January 2009 and
April 2009. As part of this review, we reviewed written questionnaires submitted by each director. The
questionnaires disclose transactions and relationships between each director or members of his immediate
family and SIRIUS XM, other directors, members of our senior management and our affiliates.
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