XM Radio 2009 Annual Report Download - page 54

Effective as of September 23, 2008, we dismissed Ernst & Young LLP as our independent auditors. This
action was approved by the Audit Committee of our board of directors.
The reports of Ernst & Young on our financial statements for the fiscal year ended December 31, 2007
did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
During the years ended December 31, 2007 and through September 23, 2008, there were no disagree-
ments with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young,
would have caused it to make reference to the subject matter of the disagreements in connection with its
report, nor were there any “reportable events” as such term is described in Item 304(a)(1)(v) of Regulation S-K,
promulgated under the Securities Exchange Act of 1934, as amended.
We requested Ernst & Young to review the disclosures contained in the preceding two paragraphs and
asked Ernst & Young to furnish us with a letter addressed to the SEC stating whether it agreed with those
statements contained herein. We filed a copy of Ernst & Young’s letter as an exhibit to a Current Report on
Form 8-K dated September 25, 2008.
The board of directors unanimously recommends a vote “FOR” the ratification of KPMG LLP as
our independent registered public accountants for 2010.
Principal Accountant Fees and Services
The following table sets forth the fees billed to us by KPMG LLP as of and for the years ended
December 31, 2009 and 2008:
2009 2008
For the Year Ended
December 31
Audit fees(1) ............................................... 2,175,458 2,127,102
Audit-related fees(2) ......................................... 183,725 25,000
Tax fees .................................................. — —
All other fees(3) ............................................ 22,187 241,550
2,381,370 2,393,652
(1) Audit fees billed by KPMG LLP related to the audits of our annual consolidated financial statements and
internal control over financial reporting; the review of our interim consolidated financial statements;
review of documents filed with the SEC, including comfort letters, consents and registration statements;
and reimbursement for direct out-of-pocket expenses.
(2) Audit-related fees billed by KPMG LLP related to audits of employee benefit plans, other attestation
engagements and reimbursement for direct out-of-pocket expenses.
(3) Fees billed for all other services rendered to us for tax compliance, tax consulting and 2007 tax provision
services related to engagements originating prior to KPMG LLP’s appointment as our independent auditor.
Pre-Approval Policy for Services of Independent Auditor
It is the Audit Committee’s responsibility to review and consider, and ultimately pre-approve, all audit
and permitted non-audit services to be performed by our independent registered public accounting firm. In
accordance with its charter, the Audit Committee’s pre-approval policies with respect to audit and permitted
non-audit services to be provided by our independent registered public accounting firm are as follows:
• The independent registered public accounting firm is not permitted to perform consulting, legal, book-
keeping, valuation, internal audit, management functions, or other prohibited services, under any
circumstances;
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