XM Radio 2009 Annual Report Download - page 56

outside counsel, without the presence of our management. The Audit Committee reviewed our key initiatives
and programs aimed at strengthening the effectiveness of our internal and disclosure control structure.
As described more fully in its charter, the purpose of the Audit Committee is to assist our board of
directors in its general oversight of our financial reporting, internal control and audit functions. Management is
responsible for the preparation, presentation and integrity of our consolidated financial statements; accounting
and financial reporting principles; and internal controls and procedures designed to ensure compliance with
accounting standards, applicable laws and regulations. KPMG LLP, our independent registered public
accounting firm, is responsible for performing an independent audit of our consolidated financial statements in
accordance with auditing standards generally accepted in the United States.
The Audit Committee members are not professional accountants or auditors, and their functions are not
intended to duplicate or to certify the activities of management and our independent registered public
accounting firm, nor can the Audit Committee certify that our independent registered public accounting firm is
“independent” under applicable rules. The Audit Committee serves a board-level oversight role, in which it
provides advice, counsel and direction to management and our independent registered public accounting firm
on the basis of the information it receives, its discussions with management and our independent registered
public accounting firm and the experience of the Audit Committee’s members in business, financial and
accounting matters.
Among other matters, the Audit Committee monitors the activities and performance of our independent
registered public accounting firm, including the audit scope, external audit fees, auditor independence matters
and the extent to which the independent registered public accounting firm may be retained to perform non-
audit services. The Audit Committee and our board of directors have ultimate authority and responsibility to
select, evaluate and, when appropriate, replace our independent registered public accounting firm. The Audit
Committee also reviews the results of the audit work with regard to the adequacy and appropriateness of our
financial, accounting and internal controls. The Audit Committee also covers various topics and events that
may have significant financial impact or are the subject of discussions between management and the
independent registered public accounting firm. In addition, the Audit Committee generally oversees our
internal compliance programs.
The Audit Committee has reviewed and discussed our consolidated financial statements with management
and our independent registered public accounting firm. Management represented to the Audit Committee that
our consolidated financial statements were prepared in accordance with U.S. generally accepted accounting
principles, and our independent registered public accounting firm represented that its presentations included
the matters required to be discussed with the Audit Committee by Statement on Auditing Standards No. 61, as
amended, “Communication with Audit Committees.” In addition, the Audit Committee has received from the
auditors the letter and written disclosures with respect to fiscal 2009, which are required by the Public
Company Accounting Oversight Board, and has discussed with them their independence from the company
and its management. Furthermore, the Audit Committee considered and determined that the auditors’ non-audit
services to the company were consistent with the guidelines established to ensure auditor independence.
Following the Audit Committee’s discussions with management and KPMG LLP, the Audit Committee
recommended that our board of directors include the audited consolidated financial statements in our Annual
Report on Form 10-K for the year ended December 31, 2009.
Audit Committee
JOAN L. AMBLE,CHAIRWOMAN
EDDY W. HARTENSTEIN
JAMES P. HOLDEN
JAMES F. MOONEY
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