XM Radio 2008 Annual Report Download - page 129

• The engagement of our independent registered public accounting firm, including related fees, with
respect to the annual audits and quarterly reviews of our consolidated financial statements is specifically
approved by the Audit Committee on an annual basis;
• The Audit Committee reviews and pre-approves a detailed list of other audit and audit-related services
annually or more frequently, if required. Such services generally include services performed under the
audit and attestation standards established by regulatory authorities or standard setting bodies and
include services related to SEC filings, employee benefit plan audits and subsidiary audits;
• The Audit Committee reviews and pre-approves a detailed list of permitted non-audit services annually
or more frequently, if required; and
• The Audit Committee pre-approves each proposed engagement to provide services not previously
included in the approved list of audit and non-audit services and for fees in excess of amounts
previously pre-approved.
The Audit Committee has delegated to the chair of the Audit Committee the authority to approve
permitted services by the independent registered public accounting firm so long as he or she reports decisions
to the Audit Committee at its next meeting.
All of the services covered under the captions “Audit Fees” and “Audit-Related Fees” were pre-approved
by the Audit Committee.
The Audit Committee has appointed KPMG LLP to audit our 2009 consolidated financial statements.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Our Compensation Discussion and Analysis, or “CD&A,” is organized into the following sections:
• Introduction;
• Overall program objectives and processes;
• Elements of the executive compensation program for our named executive officers (the six executive
officers named in our summary compensation table); and
• Other arrangements and policies relating to our executive compensation program.
Introduction
We have designed our executive compensation program to (1) support our corporate strategy and business
by rewarding performance; (2) retain and recruit highly qualified and effective executive talent; and (3) create
a strong performance alignment with stockholders’ interests. We have achieved these objectives through a
compensation program consisting primarily of three elements: base salary, performance-based annual bonus
and equity compensation.
Unprecedented global economic conditions presented challenges for many companies in 2008, including
us. The decline in current market conditions and related changes in the status of our business caused us to
make adjustments to our compensation program in 2008. Our Compensation Committee approved increases in
the base salaries of our named executives officers (other than Mr. Karmazin and Ms. Altman), which were in
keeping with our historical practices and which the committee believed were necessary in order to remain
competitive and compensate the executives for increased responsibilities brought about by the merger and
changing economic conditions. However, our Compensation Committee has not yet awarded any annual
bonuses with respect to the year ended December 31, 2008. Changes in economic conditions in 2009 may
cause us to make additional adjustments to our compensation program. As economic conditions change, we
will respond with innovation and flexibility, as needed, to advance our objectives of motivating, attracting and
retaining high-quality employees.
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