XM Radio 2012 Annual Report Download - page 49

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ITEM 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The Audit Committee has selected KPMG LLP (“KPMG”) as our independent registered public accountants
for 2013. As such, KPMG will audit and report on our financial statements for the year ending December 31,
2013 and on the effectiveness of internal control over financial reporting as of December 31, 2013. KPMG has
served as our independent registered public accountants since September 2008. The Audit Committee and the
board are requesting, as a matter of policy, that stockholders ratify the selection of KPMG. The Audit Committee
and the board are not required to take any action as a result of the outcome of the vote on this proposal.
Representatives of KPMG are expected to be present at the annual meeting. They will have an opportunity
to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.
The board of directors unanimously recommends a vote “FOR” the ratification of KPMG LLP as our
independent registered public accountants for 2013.
Principal Accountant Fees and Services
The following table sets forth the fees billed to us by KPMG as of and for the years ended December 31,
2012 and 2011:
For the Years Ended
December 31,
2012 2011
Audit fees(1) ................................................ $1,857,649 $1,715,660
Audit-related fees(2) .......................................... 78,000 277,006
Tax fees(3) .................................................. 48,018 113,365
All other fees(4) ............................................. — 28,121
$1,983,667 $2,134,152
(1) Audit fees billed by KPMG related to the audits of our annual consolidated financial statements and internal
control over financial reporting; the review of our interim consolidated financial statements; review of
documents filed with the SEC; and reimbursement for direct out-of-pocket expenses.
(2) Audit-related fees billed by KPMG related to audits of employee benefit plans, licensing and contractual
compliance services, and financial due diligence services.
(3) Tax fees billed by KPMG for services relating to federal, state and local tax consulting.
(4) All other fees billed by KPMG related to seminars purchased by us.
Pre-Approval Policy for Services of Independent Auditor
It is the Audit Committee’s responsibility to review and consider, and ultimately pre-approve, all audit and
permitted non-audit services to be performed by our independent registered public accounting firm. In
accordance with its charter, the Audit Committee’s pre-approval policies with respect to audit and permitted non-
audit services to be provided by our independent registered public accounting firm are as follows:
• The independent registered public accounting firm is not permitted to perform consulting, legal, book-
keeping, valuation, internal audit, management functions, or other prohibited services, under any
circumstances;
• 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
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