XM Radio 2013 Annual Report Download - page 48

Download and view the complete annual report

Please find page 48 of the 2013 XM Radio annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 136

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136

ITEM 3 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The Audit Committee has selected KPMG LLP (“KPMG”) as our independent registered public accountants
for 2014. As such, KPMG will audit and report on our financial statements for the year ending December 31,
2014 and on the effectiveness of internal control over financial reporting as of December 31, 2014. KPMG has
served as our independent registered public accountants since September 2008. The Audit Committee and the
board are requesting, as a matter of policy, that stockholders ratify the selection of KPMG. The Audit Committee
and the board are not required to take any action as a result of the outcome of the vote on this proposal.
Representatives of KPMG are expected to be present at the annual meeting. They will have an opportunity
to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.
The board of directors recommends a vote “FOR” the ratification of KPMG LLP as our independent
registered public accountants for 2014.
Principal Accountant Fees and Services
The following table sets forth the fees billed to us by KPMG as of and for the years ended December 31,
2013 and 2012:
For the Years Ended
December 31,
2013 2012
Audit fees(1) ................................................ $1,997,222 $1,857,649
Audit-related fees(2) .......................................... 377,000 78,000
Tax fees(3) .................................................. — 48,018
All other fees(4) ............................................. 15,000 —
$2,389,222 $1,983,667
(1) Audit fees billed by KPMG related to the financial statement audit, quarterly reviews, audit of internal
control over financial reporting, accounting consultations with KPMG’s National Office, comfort letters,
SEC comment letters, audit services that are normally provided by independent auditors in connection with
regulatory filings or engagements and statutory audits. The amount also includes reimbursement for direct
out-of-pocket expenses.
(2) Audit-related fees billed by KPMG related to audits of employee benefit plans, financial due diligence
services, and other attestation services required by contract.
(3) Tax fees billed by KPMG were for services relating to state and local tax consulting.
(4) All other fees billed by KPMG related to seminars purchased by us.
Pre-Approval Policy for Services of Independent Auditor
It is the Audit Committee’s responsibility to review and consider, and ultimately pre-approve, all audit and
permitted non-audit services to be performed by our independent registered public accounting firm. In
accordance with its charter, the Audit Committee’s pre-approval policies with respect to audit and permitted non-
audit services to be provided by our independent registered public accounting firm are as follows:
• The independent registered public accounting firm is not permitted to perform consulting, legal, book-
keeping, valuation, internal audit, management functions, or other prohibited services, under any
circumstances;
• The engagement of our independent registered public accounting firm, including related fees, with respect
to the annual audits and quarterly reviews of our consolidated financial statements is specifically
approved by the Audit Committee on an annual basis;
40