XM Radio 2011 Annual Report Download - page 23

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The board of directors unanimously recommends a vote “FOR” the election of each of the Common
Stock Director Nominees named above.
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 2011, 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, including strength of
character, mature judgment, familiarity with our business and related industries, independence of thought and an
ability to work collegially. The Nominating and Corporate Governance Committee also may consider the extent
to which a candidate would fill a present need on the board of directors. After conducting an initial evaluation of
a candidate, the Nominating and Corporate Governance Committee will interview that candidate if it believes the
candidate might be qualified to be a Common Stock Director and may ask the candidate to meet with other
directors and management. If the Nominating and Corporate Governance Committee believes a candidate would
be a valuable addition to the board of directors, it will recommend to the board that candidate’s nomination as a
Common Stock Director.
What is the board’s leadership structure?
Eddy W. Hartenstein is the Chairman of the Board of Directors. The chairman of our board organizes the
work of the board and ensures that the board has access to sufficient information to enable the board to carry out
its functions, including monitoring our performance and the performance of management. The chairman, among
other things, presides over meetings of the board of directors, establishes the agenda for each meeting of the
board in consultation with our Chief Executive Officer, oversees the distribution of information to directors, and
performs other duties or assignments as agreed with either the board of directors or our Chief Executive Officer.
The board of directors has determined that it is currently in our best interests to separate the chairman of the
board position and the Chief Executive Officer position because it allows the Chief Executive Officer to focus on
our day-to-day business, including risk management, while allowing the chairman of the board to lead the board
and assist the board in its fundamental role of providing advice to and independent oversight of management.
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