XM Radio 2010 Annual Report Download - page 24

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1986, as amended. The board has determined that all of the members of the Nominating and Corporate
Governance Committee meet the independence requirements mandated by the NASDAQ listing standards
applicable to serving on the Nominating and Corporate Governance Committee and our Guidelines.
Our independent directors meet regularly in executive sessions.
What are the current standing committees of the board of directors and who are the members of these
committees?
Our board of directors has three standing committees: the Audit Committee, the Compensation Committee
and the Nominating and Corporate Governance Committee.
Copies of the charters for the Audit Committee and the Nominating and Corporate Governance
Committee are available on our website at http://investor.siriusxm.com. The Compensation Committee has not
adopted a charter.
The number of committee meetings held during 2010 is as follows: seven Audit Committee meetings,
four Compensation Committee meetings and three Nominating and Corporate Governance Committee
meetings.
The following table shows the current members and chair of each committee and the principal functions
performed by each committee:
Committee Functions
Audit
Members:
Joan L. Amble*
Eddy W. Hartenstein
James P. Holden
James F. Mooney
• Selects our independent registered public accounting firm
• Reviews reports of our independent registered public accounting firm
• 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 adequacy of financial and operating controls
• Monitors corporate compliance program
Compensation
Members:
Lawrence F. Gilberti*
James P. Holden
Jack Shaw
• Reviews our executive compensation policies and strategies
• Oversees and evaluates our overall compensation structure and programs
Nominating and Corporate
Governance
Members:
Lawrence F. Gilberti
James F. Mooney*
Jack Shaw
• Develops and implements policies and practices relating to corporate
governance
• Reviews and monitors implementation of our policies and procedures
• Assists in developing criteria for open positions as Common Stock
Directors on the board of directors
• Reviews background information on potential candidates for Common
Stock 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 meet during 2010?
During 2010, there were seven meetings of our board of directors and the directors acted by written
consent in lieu of a meeting once. 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. Mr. Black has
regularly advised our directors and executive offices on various matters of significance, including financings
14