XM Radio 2014 Annual Report Download - page 31

(1) These amounts include shares of common stock, restricted shares of common stock,
unexercised stock options and RSUs that the individuals hold or have the right to acquire within
sixty days of February 28, 2015. 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, 2015: Mr. Meyer—5,355 shares; Mr. Greenstein—72,728 shares; Mr. Donnelly—
18,194 shares; Mr. Frear—85,046 shares; Mr. Rodriguez—0 shares; and all other executive
officers not shown above—64,893 shares.
(2) Messrs. Carleton and Maffei are employees of Liberty Media, which beneficially owns
3,162,173,996 shares (or 56.99%) of our common stock as of February 28, 2015, 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
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