XM Radio 2012 Annual Report Download - page 25

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Committee Functions
Nominating and Corporate
Governance
Members:
Gregory B. Maffei
James F. Mooney*
Carl E. Vogel
• Develops and implements policies and practices relating to corporate
governance
• Reviews and monitors implementation of our policies and procedures related
to the selection of director candidates
• Assists in developing criteria for open positions as directors on the board of
directors
• Reviews background information on potential candidates for directors and
makes recommendations to the board of directors
• Makes recommendations to the board of directors with respect to committee
assignments
* Chair
How often did the board and its committees meet during 2012?
During 2012, there were six meetings of our board of directors, seven Audit Committee meetings, four
Compensation Committee meetings and two Nominating and Corporate Governance Committee meetings. Each
director nominee attended 75% or more of the total number of meetings of the board and meetings held by
committees on which he or she served.
Directors are also encouraged to attend the annual meeting of stockholders. Ms. Amble and Messrs. Gilberti,
Hartenstein, and Shaw attended our 2012 annual meeting of stockholders.
How can stockholders communicate with the board of directors?
Stockholders may communicate directly with our board of directors, or specified individual directors,
according to the procedures described on our website at http://investor.siriusxm.com under “Corporate
Governance — Contact our Board”.
Our Corporate Secretary reviews all correspondence to our directors and forwards to the board a summary
and/or copies of any such correspondence that, in the opinion of the Corporate Secretary, deals with the functions
of the board or committees thereof or that he otherwise determines requires their attention. Directors may at any
time review all correspondence received by us that is addressed to members of our board.
In addition, the Audit Committee has established procedures for the receipt, retention and treatment, on a
confidential basis, of complaints received by us, our board of directors and the Audit Committee regarding
accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by
employees of concerns regarding questionable accounting or auditing matters. These procedures are available
upon written request to our Corporate Secretary.
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