XM Radio 2013 Annual Report Download - page 23

The Nominating and Corporate Governance Committee undertook a review of director independence in
March 2014. As part of this review, the committee reviewed with our Corporate Secretary written questionnaires
submitted by directors. These questionnaires disclose transactions and relationships between each director or
members of his immediate family, on one hand, and us, 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 James E. Meyer, our Chief Executive Officer, Gregory B. Maffei, Mark
D. Carleton, David J.A. Flowers and Robin S. Pringle, each of whom is an employee of Liberty Media, and Evan
D. Malone, whose father is the Chairman of Liberty Media. Mark D. Carleton and Robin S. Pringle resigned as
members of our board of directors in 2013. 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.
With respect to Vanessa A. Wittman, the board evaluated an ordinary course transaction that occurred during
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
the applicable year. Similarly, with respect to Anthony J. Bates and George W. Bodenheimer, the board
evaluated the ordinary course transactions during the last three fiscal years between us and Microsoft and ESPN,
respectively, for which each served as an executive officer during the last three years, and found that the amounts
paid by us to Microsoft and ESPN was not material to either entity.
The board has determined that a majority of the members of the Compensation Committee meet the
independence standards under 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 a majority 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.
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 Exchange Act 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. From time to time the board may also form ad hoc
committees. In 2012, our board of directors formed a Search Committee to evaluate candidates to be our Chief
Executive Officer. In 2013, our board of directors also formed a Special Committee of independent directors to
consider Liberty Media’s proposal (as discussed further below. See “GOVERNANCE OF THE COMPANY —
What is the relationship between Sirius XM and Liberty Media Corporation?”). The board of directors selected
Joan L. Amble, James P. Holden and Eddy W. Hartenstein to serve on the Special Committee. The Special
Committee is chaired by Mr. Hartenstein.
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.
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