XM Radio 2010 Annual Report Download - page 50

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Ratification of Independent Registered Public Accountants
(Item 2 on Proxy Card)
The Audit Committee has selected KPMG LLP (“KPMG”) as our independent registered public
accountants for 2011. As such, KPMG will audit and report on our financial statements for the year ending
December 31, 2011. KPMG has served as our independent registered public accountants since September
2008. The Audit Committee and the board are requesting, as a matter of policy, that stockholders ratify the
selection of KPMG. The Audit Committee and the board are not required to take any action as a result of the
outcome of the vote on this proposal.
Representatives of KPMG are expected to be present at the annual meeting. They will have an
opportunity to make a statement if they desire to do so and are expected to be available to respond to
appropriate questions.
The board of directors unanimously recommends a vote “FOR” the ratification of KPMG LLP as
our independent registered public accountants for 2011.
Principal Accountant Fees and Services
The following table sets forth the fees billed to us by KPMG as of and for the years ended December 31,
2010 and 2009:
2010 2009
For the Year Ended
December 31,
Audit fees(1) ............................................. $1,872,327 $2,175,458
Audit-related fees(2) ....................................... 98,350 183,725
Tax fees(3) .............................................. 22,969 —
All other fees(4) .......................................... — 22,187
$1,993,646 $2,381,370
(1) Audit fees billed by KPMG related to the audits of our annual consolidated financial statements and inter-
nal control over financial reporting; the review of our interim consolidated financial statements; review of
documents filed with the SEC, including comfort letters, consents and registration statements; and reim-
bursement for direct out-of-pocket expenses.
(2) Audit-related fees billed by KPMG related to audits of employee benefit plans.
(3) Fees billed for state and local tax consulting services.
(4) Fees billed for all other services rendered to us for state and local tax compliance and consulting services
related to engagements originating prior to KPMG’s appointment as our independent auditor.
Pre-Approval Policy for Services of Independent Auditor
It is the Audit Committee’s responsibility to review and consider, and ultimately pre-approve, all audit
and permitted non-audit services to be performed by our independent registered public accounting firm. In
accordance with its charter, the Audit Committee’s pre-approval policies with respect to audit and permitted
non-audit services to be provided by our independent registered public accounting firm are as follows:
• The independent registered public accounting firm is not permitted to perform consulting, legal, book-
keeping, valuation, internal audit, management functions, or other prohibited services, under any
circumstances;
• The engagement of our independent registered public accounting firm, including related fees, with
respect to the annual audits and quarterly reviews of our consolidated financial statements is specifically
approved by the Audit Committee on an annual basis;
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