XM Radio 2015 Annual Report Download - page 30

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The following table shows the current members and chair of each committee and the principal
functions performed by each committee:
Committee Functions
Audit
Members: •Selects our independent registered public accounting firm
Joan L. Amble* •Reviews reports of our independent registered public accounting firm
Eddy W. Hartenstein
Vanessa A. Wittman
•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 the adequacy of financial and operating controls
•Monitors our corporate compliance program
•Monitors our policies and procedures for enterprise risks
Compensation
Members: •Reviews our executive compensation policies and strategies
George W. Bodenheimer
Mark D. Carleton
James P. Holden
Carl E. Vogel*
•Oversees and evaluates our overall compensation structure and
programs
Nominating and
Corporate
Governance
Members:
Gregory B. Maffei
•Develops and implements policies and practices relating to corporate
governance
James F. Mooney*
Carl E. Vogel
•Reviews and monitors implementation of our policies and procedures
related to the selection of director candidates
David M. Zaslav •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 2015?
During 2015, there were six meetings of our board of directors, six 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. Messrs. Carleton,
Maffei, Meyer and Vogel attended our 2015 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.
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