XM Radio 2012 Annual Report Download - page 24

As a result of this review, the Nominating and Corporate Governance Committee determined that all of our
directors and nominees are independent under the standards set forth in our Guidelines and applicable NASDAQ
listing standards, with the exception of James E. Meyer, our Chief Executive Officer, Mark D. Carleton, Gregory
B. Maffei, Robin S. Pringle and David J.A. Flowers, each of whom is an employee of Liberty Media, and Evan
D. Malone, whose father is the Chairman of Liberty Media. With respect to Joan L. Amble, the board evaluated
ordinary course transactions during the last three fiscal years between us and the American Express Company,
for which she served as an executive officer until December 2011, and found that the amount paid by us to
American Express was less than 5% of American Express’ consolidated gross revenues during each of its last
three fiscal years. Similarly, with respect to Vanessa A. Wittman, the board evaluated an ordinary course
transaction that occurred during 2010 and 2011 between us and an indirect wholly-owned subsidiary of Marsh &
McLennan Companies, Inc. (“MMC”). Ms. Wittman served as an executive officer of MMC until March 2012.
The board found that the amount we paid to this subsidiary of MMC was less than one tenth of one percent of
MMC’s reported consolidated revenues in each of these years.
The board has also determined that all of the members of the Audit Committee are financially literate and
meet the independence requirements mandated by the applicable NASDAQ listing standards, Section 10A(m)(3)
of the of the Exchange Act and our Guidelines. The board has determined that a majority of the members of the
Compensation Committee meet the independence standards under the applicable NASDAQ listing standards and
our Guidelines and qualify as “non-employee directors” for purposes of Rule 16b-3 of the Exchange Act and as
“outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended. The board
has determined that a majority of the members of the Nominating and Corporate Governance Committee meet
the independence requirements mandated by the NASDAQ listing standards applicable to serving on the
Nominating and Corporate Governance Committee and our Guidelines.
Our independent directors meet regularly in executive sessions.
What are the current standing committees of the board of directors and who are the members of these
committees?
Our board of directors has three standing committees: the Audit Committee, the Compensation Committee
and the Nominating and Corporate Governance Committee.
Copies of the charters for the Audit Committee and the Nominating and Corporate Governance Committee are
available on our website at http://investor.siriusxm.com. The Compensation Committee has not adopted a charter.
The following table shows the current members and chair of each committee and the principal functions
performed by each committee:
Committee Functions
Audit
Members:
Joan L. Amble*
Eddy W. Hartenstein
James P. Holden
James F. Mooney
Vanessa A. Wittman
• Selects our independent registered public accounting firm
• Reviews reports of our independent registered public accounting firm
• Reviews and approves the scope and cost of all services, including all non-
audit services, provided by the firm selected to conduct the audit
• Monitors the effectiveness of the audit process
• Reviews adequacy of financial and operating controls
• Monitors our corporate compliance program
• Monitors our policies and procedures for enterprise risks
Compensation
Members:
David J.A. Flowers
James P. Holden
Carl E. Vogel*
• Reviews our executive compensation policies and strategies
• Oversees and evaluates our overall compensation structure and programs
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