XM Radio 2010 Annual Report Download - page 51

• 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.
Who is the Audit Committee’s financial expert?
Our board of directors has determined that Joan L. Amble, the chairwoman of the Audit Committee and
an independent director, is qualified as an “audit committee financial expert” within the meaning of SEC
regulations, and she has accounting and related financial management expertise within the meaning of the
NASDAQ listing standards.
REPORT OF THE AUDIT COMMITTEE
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.
In the performance of its oversight function, the Audit Committee reviewed and discussed our audited
financial statements with management and with our independent registered public accounting firm. The Audit
Committee also discussed with the independent registered public accounting firm the matters required to be
discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1.
AU section 380). In addition, the Audit Committee received the written disclosures and the letter from the
independent registered public accounting firm required by applicable requirements of the Public Company
Accounting Oversight Board regarding the independent registered public accounting firm’s communications
with the Audit Committee concerning independence, and discussed with the independent registered public
accounting firm their independence.
Based upon the review and discussions described in the preceding paragraph, the Audit Committee
recommended to the board of directors that our audited financial statements be included in our Annual Report
on Form 10-K for the year ended December 31, 2010 filed with the SEC.
Audit Committee
JOAN L. AMBLE,CHAIRWOMAN
EDDY W. HARTENSTEIN
JAMES P. H OLDEN
JAMES F. MOONEY
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