XM Radio 2013 Annual Report Download - page 28

* Less than 1% of our outstanding shares of common stock.
(1) These amounts include shares of common stock, restricted shares of common stock and restricted stock
units that the individuals hold. Also included are the following numbers of shares of common stock acquired
under and held in the Sirius XM Radio Inc. 401(k) savings plan as of February 28, 2014: Mr. Meyer —
5,355 shares; Mr. Greenstein — 72,729 shares; Mr. Cook – 10,872 shares; Mr. Frear — 85,046 shares;
Mr. Rodriguez — 0 shares; and all other executive officers not shown above — 72,215 shares.
(2) Messrs. Flowers and Maffei are employees of Liberty Media, which beneficially owns 3,255,062,556 shares
(or 53.3%) of our common stock, and they disclaim beneficial ownership of the shares owned by Liberty
Media and its affiliates. Dr. Malone is a member of the board of directors of Liberty Media and also
disclaims beneficial ownership of the shares owned by Liberty Media and its affiliates.
(3) Includes 9,100 shares held as custodian for Mr. Mooney’s child.
(4) Includes 1,900 shares held by Mr. Frear’s spouse.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of reports filed pursuant to Section 16(a) of the Exchange Act and written
representations furnished to us during our most recent fiscal year, we know of no director, executive officer or
beneficial owner of more than 10% of our common stock who failed to file on a timely basis reports of beneficial
ownership of our common stock as required by Section 16(a) of the Exchange Act.
GOVERNANCE OF THE COMPANY
How does the board of directors oversee our risk management process?
The board executes its oversight responsibility for risk management directly and through its committees, as
follows:
• The Audit Committee has primary responsibility for monitoring our internal audit, corporate, financial
and risk management processes and overseeing our system of internal controls and financial reporting.
The Audit Committee discusses specific risk areas throughout the year, including those that may arise
from time to time and the measures taken by management to monitor and limit risks.
• The Audit Committee receives regular reports throughout the year on matters related to risk management.
At each regularly scheduled meeting, the Audit Committee receives reports from our (i) external auditor
on the status of audit activities and findings and (ii) executive in charge of internal audit (who reports
directly to the Audit Committee) on the status of the internal audit plan, audit results and any corrective
action taken in response to internal audit findings.
• We have a Compliance Officer who is in charge of our compliance with FCC related laws and regulations
and training and monitoring compliance with those laws and regulations. Our Executive Vice President,
General Counsel and Secretary reports to the Audit Committee throughout the year on calls to our
compliance hotline and any changes or developments in compliance matters. Each quarter, our Chief
Financial Officer reports to the board of directors on our performance and discusses how actual
performance compares to our business plan and budget. Our executive officers report regularly to the
board about the risks and exposures related to our business.
• The other committees of the board of directors oversee risks associated with their respective areas of
responsibility. For example, the Compensation Committee assesses risks associated with our
compensation policies and programs for executives.
• The committees report to the board of directors at every regular board meeting on the topics discussed
and actions taken at the most recent committee meeting. Our board of directors discusses the risks and
exposures, if any, involved in the matters or recommendations of the committees, as necessary.
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