XM Radio 2008 Annual Report Download - page 127

REPORT OF THE AUDIT COMMITTEE
The following Report of the Audit Committee does not constitute soliciting material and should not be
deemed filed or incorporated by reference into any other filing by us under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent we specifically incorporate this Report by reference
therein.
The SEC rules require us to include in this proxy statement a report from the Audit Committee of our
board of directors. The following report concerns the Audit Committee’s activities regarding oversight of our
financial reporting and auditing process.
The Audit Committee is comprised solely of independent directors, as defined in the Marketplace Rules
of the NASDAQ Global Select Market and under Securities Exchange Act Rule 10A-3(b)(1), and it operates
under a written charter adopted by our board of directors. A copy of the Audit Committee’s existing charter is
available on our website at www.siriusxm.com. The composition of the Audit Committee, the attributes of its
members and the responsibilities of the Audit Committee, as reflected in its charter, are intended to be in
accordance with applicable requirements for corporate audit committees. The Audit Committee reviews and
assesses the adequacy of its charter on an annual basis.
The Audit Committee met twelve times during 2008. The Audit Committee schedules its meetings with a
view to ensuring that it devotes appropriate attention to all of its tasks. The Audit Committee’s meetings
include regular executive sessions with our independent registered public accounting firm, internal auditor and
outside counsel, without the presence of our management. The Audit Committee reviewed our key initiatives
and programs aimed at strengthening the effectiveness of our internal and disclosure control structure.
As described more fully in its charter, the purpose of the Audit Committee is to assist our board of
directors in its general oversight of our financial reporting, internal control and audit functions. Management is
responsible for the preparation, presentation and integrity of our consolidated financial statements; accounting
and financial reporting principles; and internal controls and procedures designed to ensure compliance with
accounting standards, applicable laws and regulations. KPMG LLP, our independent registered public
accounting firm, is responsible for performing an independent audit of our consolidated financial statements in
accordance with auditing standards generally accepted in the United States.
The Audit Committee members are not professional accountants or auditors, and their functions are not
intended to duplicate or to certify the activities of management and our independent registered public
accounting firm, nor can the Audit Committee certify that our independent registered public accounting firm is
“independent” under applicable rules. The Audit Committee serves a board-level oversight role, in which it
provides advice, counsel and direction to management and our independent registered public accounting firm
on the basis of the information it receives, its discussions with management and our independent registered
public accounting firm and the experience of the Audit Committee’s members in business, financial and
accounting matters.
Among other matters, the Audit Committee monitors the activities and performance of our independent
registered public accounting firm, including the audit scope, external audit fees, auditor independence matters
and the extent to which the independent registered public accounting firm may be retained to perform non-
audit services. The Audit Committee and our board of directors have ultimate authority and responsibility to
select, evaluate and, when appropriate, replace our independent registered public accounting firm. The Audit
Committee also reviews the results of the audit work with regard to the adequacy and appropriateness of our
financial, accounting and internal controls. The Audit Committee also covers various topics and events that
may have significant financial impact or are the subject of discussions between management and the
independent registered public accounting firm. In addition, the Audit Committee generally oversees our
internal compliance programs.
The Audit Committee has reviewed and discussed our consolidated financial statements with management
and our independent registered public accounting firm. Management represented to the Audit Committee that
our consolidated financial statements were prepared in accordance with U.S. generally accepted accounting
principles, and our independent registered public accounting firm represented that its presentations included
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