XM Radio 2011 Annual Report Download - page 25

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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
Vanessa A. Wittman
• 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 our corporate compliance program
Compensation
Members:
Lawrence F. Gilberti*
James P. Holden
Jack Shaw
Carl E. Vogel
• 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
Carl E. Vogel
• Develops and implements policies and practices relating to corporate
governance
• Reviews and monitors implementation of our policies and procedures related
to the selection of director candidates
• 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 2011?
During 2011, there were seven meetings of our board of directors. Each director, other than Leon Black,
attended 75% or more 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 and strategic transactions.
Directors are also encouraged to attend the annual meeting of stockholders. Mmes. Amble and Wittman and
Messrs. Gilberti, Hartenstein, Holden, Shaw, Vogel and Karmazin attended our 2011 annual meeting of
stockholders.
How can stockholders communicate with the board of directors?
Stockholders may communicate directly with our board of directors, or specified individual directors,
according to the procedures described on our website at http://investor.siriusxm.com under “Corporate
Governance — Contact our Board”.
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