XM Radio 2015 Annual Report Download - page 29

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proxy statement include Liberty Media Corporation and its predecessors, unless the context
otherwise requires.
How does the board determine which directors are considered independent?
Our board reviews the independence of our directors annually. The provisions of our Guidelines
regarding director independence meet, and in some areas exceed, the listing standards of
NASDAQ. A copy of the Guidelines is available on our website at http://investor.siriusxm.com.
The Nominating and Corporate Governance Committee undertook a review of director
independence in March 2016. As part of this review, the committee reviewed with our Corporate
Secretary questionnaires submitted by directors. These questionnaires disclose transactions and
relationships between each director or members of his or her immediate family, on one hand, and
us, other directors, members of our senior management and our affiliates, on the other hand.
Based on 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 the applicable NASDAQ listing standards, with the exception of James E. Meyer, our Chief
Executive Officer, Gregory B. Maffei and Mark D. Carleton, each of whom is an employee of Liberty
Media, and Evan D. Malone, whose father is the Chairman of Liberty Media. With respect to
George W. Bodenheimer, the board evaluated the ordinary course transactions during the last three
fiscal years between us and ESPN, for which he served as an executive officer during the last
three years, and found that the amounts paid by us to ESPN were not material.
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 NASDAQ
applicable to serving on the Nominating and Corporate Governance Committee and our Guidelines.
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 Exchange Act 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. From time to time the board
may also form ad hoc committees.
Copies of the current 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.
19