XM Radio 2009 Annual Report Download - page 55

• 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 2010 consolidated financial statements.
REPORT OF THE AUDIT COMMITTEE
The following Report of the Audit Committee does not constitute soliciting material and should not be
deemed filed or incorporated by reference into any other filing by us under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent we specifically incorporate this Report by reference
therein.
The SEC rules require us to include in this proxy statement a report from the Audit Committee of our
board of directors. The following report concerns the Audit Committee’s activities regarding oversight of our
financial reporting and auditing process.
The Audit Committee is comprised solely of independent directors, as defined in the Marketplace Rules
of The NASDAQ Global Select Market and under Securities Exchange Act Rule 10A-3(b)(1), and it operates
under a written charter adopted by our board of directors. A copy of the Audit Committee’s existing charter is
available on our website at http://investor.sirius.com. The composition of the Audit Committee, the attributes
of its members and the responsibilities of the Audit Committee, as reflected in its charter, are intended to be
in accordance with applicable requirements for corporate audit committees. The Audit Committee reviews and
assesses the adequacy of its charter on an annual basis.
The Audit Committee met eleven times during 2009. The Audit Committee schedules its meetings with a
view to ensuring that it devotes appropriate attention to all of its tasks. The Audit Committee’s meetings
include regular executive sessions with our independent registered public accounting firm, internal auditor and
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