XM Radio 2010 Annual Report Download - page 22

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Name Age Position, Principal Occupation, Business Experience and Directorships
Carl E. Vogel ...... 53 Mr.Vogel has been a director since April 2011. Mr. Vogel is currently a
member of the board of directors of Dish Network Corporation, a satellite
television provider, and a senior advisor to its Chairman, CEO and President.
He served as President of Dish Network Corporation from September 2006 until
February 2008 and served as Vice Chairman from June 2005 until March 2009.
From October 2007 until March 2009, Mr. Vogel served as the Vice Chairman
of the board of directors of, and as a Senior Advisor to, EchoStar
Communications Corporation. From 2001 until 2005, Mr. Vogel served as the
President and CEO of Charter Communications Inc., a cable television and
broadband services provider. Prior to joining Charter, Mr. Vogel worked as an
executive officer in various capacities for companies affiliated with Liberty
Media. Mr. Vogel is a member of the boards of directors and audit committees
of Shaw Communications, Inc., a diversified communications company
providing broadband cable and direct-to-home satellite services in Canada,
Universal Electronics, Inc., a provider of wireless control technology for
connected homes, NextWave Wireless Inc., a wireless technology company that
develops, produces, and markets mobile multimedia and consumer electronic
solutions, and is a member of the board of directors, audit committee and
executive committee of Ascent Media Corporation.
Key Attributes, Experience and Skills:
Mr. Vogel brings executive level leadership experience in the communications
industry as a result of his high level executive roles at Dish Network
Corporation, Charter Communications Inc., and Liberty Media. Mr. Vogel also
has extensive experience in reviewing financial statements as a result of his
background as a certified public accountant and his role as a chief executive and
senior finance executive of public companies.
What are the responsibilities of the board of directors?
The business and affairs of our company are managed by or under the direction of our board of directors.
Our board oversees senior management selection and compensation, monitors overall corporate performance
and ensures the integrity of our financial controls. Our board of directors also oversees our strategic and
business planning processes.
How are nominees for the board of directors selected?
Our Nominating and Corporate Governance Committee reviews possible candidates to be Common Stock
Directors and is responsible for overseeing matters of corporate governance, including the evaluation of
performance and practices of the board of directors, the board’s committees, management succession plans and
executive resources. The Nominating and Corporate Governance Committee considers suggestions from many
sources, including stockholders, for possible Common Stock Directors. Such suggestions, together with
appropriate biographical and other information required pursuant to our By-laws, should be submitted to our
Corporate Secretary, Sirius XM Radio Inc., 1221 Avenue of the Americas, 36th Floor, New York, New York
10020. Candidates who are suggested by our stockholders are evaluated by the Nominating and Corporate
Governance Committee in the same manner as are other possible candidates to be Common Stock Directors.
During 2010, our board of directors did not retain any third parties to assist in the process of identifying and
evaluating potential nominees to be Common Stock Directors.
In its assessment of each potential candidate, including those recommended by stockholders, the
Nominating and Corporate Governance Committee takes into account all factors it considers appropriate,
which may include (a) ensuring that the board of directors, as a whole, is diverse and consists of individuals
with various and relevant career experience, relevant technical skills, industry knowledge and experience,
financial expertise (including expertise that could qualify a director as a “financial expert,” as that term is
defined by the rules of the SEC), local or community ties, and (b) minimum individual qualifications,
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