XM Radio 2015 Annual Report Download - page 57

ITEM 2—RATIFICATION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS
The Audit Committee is directly responsible for the appointment, compensation (including
approval of the audit fee), retention and oversight of the independent registered public accounting
firm that audits our financial statements and our internal control over financial reporting. In addition,
the Audit Committee assists the board of directors in its oversight of:
•The integrity of our financial statements and our accounting and financial reporting processes
and systems of internal control over financial reporting;
•Our compliance with legal and regulatory requirements;
•Our independent auditors’ qualifications, independence and performance;
•The performance of our internal audit function; and
•Our assessment of risks and risk management guidelines and policies.
The Audit Committee is composed solely of independent directors meeting the requirements of
applicable SEC and NASDAQ rules. Each member is financially literate for audit committee
purposes under the NASDAQ rules. The key responsibilities of the Audit Committee are set forth in
its charter, which was adopted by us and approved by the board of directors and is posted under
“Corporate Governance” in the Investor Relations section of our website at www.siriusxm.com.
The Audit Committee has selected KPMG LLP (“KPMG”) as our independent registered public
accountants for 2016. KPMG has served as our independent registered public accountants since
2008. The Audit Committee regularly reviews KPMG’s independence and performance in deciding
whether to retain KPMG or engage another firm as our independent registered public accountants.
In the course of these reviews, the Audit Committee considers, among other things:
•KPMG’s historical and recent performance on our audit;
•KPMG’s capability and expertise in handling the breadth and complexity of our operations;
•KPMG’s known legal risks and any significant legal or regulatory proceedings in which it is
involved;
•data on audit quality and performance, including recent Public Company Accounting
Oversight Board reports on KPMG and its peer firms;
•the appropriateness of KPMG’s fees for audit and non-audit services, on both an absolute
basis and as compared to its peer firms;
•KPMG’s independence; and
•KPMG’s tenure as our independent registered public accountants, including the benefits of
having an independent registered public accountant that is familiar with us, and the controls
and processes that help ensure KPMG’s independence.
In accordance with SEC rules and KPMG policies, audit partners are subject to rotation
requirements to limit the number of consecutive years an individual partner may provide service to
us. For lead and concurring audit partners, the maximum number of consecutive years of service in
that capacity is five years. The process for selection of our lead audit partner pursuant to this
rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for
the role, as well as discussion by the full Audit Committee and with management.
The Audit Committee and the board of directors believe that the continued retention of KPMG
as our independent registered public accounting firm is in the best interest of our stockholders, and
we are asking stockholders to ratify the selection of KPMG as our independent registered public
accounting firm for 2016. Although ratification is not required by our By-laws, applicable law or
otherwise, the board of directors is submitting the selection of KPMG to stockholders for ratification
because we value our stockholders’ views on our independent registered public accounting firm and
as a matter of good corporate practice. In the event that our stockholders do not ratify the
selection, it will be considered a recommendation to the board of directors and the Audit Committee
to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee
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