XM Radio 2008 Annual Report Download - page 126

converted into 11,500,000 shares of Series B-1 Preferred Stock on April 21, 2009. The rights, preferences and
privileges of the preferred stock are described in the Certificate of Designations. A summary of the terms of
the Certificate of Designations is described above. The foregoing description of the Certificate of Designations
does not purport to be a complete description of all of the terms of such Certificate of Designations and is
qualified in its entirety by reference to the Certificate of Designations, a copy of which are filed as Exhibit 3.1
to the Current Report on Form 8-K dated March 6, 2009 filed with the Securities and Exchange Commission.
Who is the Audit Committee’s financial expert?
Our board of directors has determined that Joan L. Amble, the chairwoman of the Audit Committee and
an independent director, is qualified as an “audit committee financial expert” within the meaning of SEC
regulations, and she has accounting and related financial management expertise within the meaning of the
listing standards of the NASDAQ.
How often did the board meet during 2008?
During 2008, there were nine meetings of our board of directors and one written consent in lieu of a
meeting. Each director, other than Leon Black, attended more than 75% of the total number of meetings of the
board and meetings held by committees on which he or she served. Directors are encouraged to attend the
annual meeting of stockholders. Ms. Amble and Messrs. Gilberti, Shaw, Parsons and Karmazin attended our
2008 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 www.siriusxm.com.
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 request.
Does SIRIUS XM have corporate governance guidelines and a code of ethics?
Our board of directors has adopted Corporate Governance Guidelines which set forth a flexible
framework within which the board, assisted by its committees, directs our affairs. The Guidelines cover,
among other things, the composition and functions of our board of directors, director independence,
management succession and review, committee assignments and selection of new members of our board of
directors. A copy of the Guidelines is available on our website at www.siriusxm.com.
Our board of directors has also adopted a Code of Ethics, which is applicable to all our employees,
including our chief executive officer, principal financial officer and principal accounting officer.
Our Code of Ethics is available on our website at www.siriusxm.com and in print to any stockholder who
requests it from our Corporate Secretary. If we amend or waive the Code of Ethics with respect to our chief
executive officer, principal financial officer or principal accounting officer, we will post the amendment or
waiver at this location on our website.
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