XM Radio 2011 Annual Report Download - page 24

Further, the board recognizes that the Chief Executive Officer position requires a significant dedication of time,
effort, and energy in the current business environment. Our Corporate Governance Guidelines (the “Guidelines”)
do not establish this approach as a policy, but as a matter that is considered from time-to-time.
How does the board determine which directors are considered independent?
Our board reviews the independence of our directors annually. The provisions of our Guidelines regarding
director independence meet, and in some areas exceed, the listing standards of The NASDAQ Global Select
Market (“NASDAQ”). A copy of the Guidelines is available on our website at http://investor.siriusxm.com.
The Nominating and Corporate Governance Committee undertook a review of director independence in
March 2012. As part of this review, the committee reviewed written questionnaires submitted by directors. The
questionnaires disclose transactions and relationships between each director or members of his immediate family,
on one hand, and SIRIUS XM, other directors, members of our senior management and our affiliates, on the
other hand.
As a result of this review, the Nominating and Corporate Governance Committee determined that all of our
directors and nominees are independent under the standards set forth in our Guidelines and applicable NASDAQ
listing standards, with the exception of Mel Karmazin, our Chief Executive Officer, and John C. Malone,
Gregory B. Maffei and David J.A. Flowers, each of whom is an employee of Liberty Media Corporation. With
respect to Joan L. Amble, the board evaluated ordinary course transactions during the last three fiscal years
between us and the American Express Company, for which she served as an executive officer until December
2011, and found that the amount paid by us to American Express was less than 5% of American Express’
consolidated gross revenues during each of its last three fiscal years. Similarly, with respect to Vanessa A.
Wittman, the board evaluated an ordinary course transaction that occurred during 2010 and 2011 between us and
an indirect wholly owned subsidiary of Marsh & McLennan Companies, Inc. (“MMC”). Ms. Wittman served as
an executive officer of MMC until March 2012. The board found that the amount we paid to this subsidiary of
MMC was less than one tenth of one percent of MMC’s reported consolidated revenues in each of these years.
The board has also determined that all of the members of the Audit Committee are financially literate and
meet the independence requirements mandated by the applicable NASDAQ listing standards, Section 10A(m)(3)
of the of the Exchange Act and our Guidelines. The board has determined that all of the members of the
Compensation Committee meet the independence requirements mandated by the applicable NASDAQ listing
standards and our Guidelines and qualify as “non-employee directors” for purposes of Rule 16b-3 of the
Exchange Act and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 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 2011 was as follows: eight Audit Committee meetings, four
Compensation Committee meetings and two Nominating and Corporate Governance Committee meetings.
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