XM Radio 2014 Annual Report Download - page 32

discusses the risks and exposures, if any, involved in the matters or recommendations of the
committees, as necessary.
•Our board of directors also considers specific risk topics throughout the year, including risks
associated with our business plan, litigation, operational efficiency, government regulation,
physical facilities, information technology infrastructure and capital structure, among many
others. The board is informed about and regularly discusses our risk profile, including legal,
regulatory and operational risks to our business.
What are our policies and procedures for related party transactions?
We have adopted a written policy and written procedures for the review, approval and
monitoring of transactions involving the Company or its subsidiaries and “related persons.” For the
purposes of the policy, “related persons” include executive officers, directors or their immediate
family members, or stockholders owning five percent or more of our common stock.
Our related person transaction policy requires:
•that any transaction in which a related person has a material direct or indirect interest and
which exceeds $120,000 (such transaction referred to as a “related person” transaction) and
any material amendment or modification to a related person transaction, be reviewed and
approved or ratified by a committee of the board composed solely of independent directors
who are disinterested or by the disinterested members of the board; and
•that any employment relationship or transaction involving an executive officer and the
Company must be approved by the Compensation Committee or recommended by the
Compensation Committee to the board for its approval.
In connection with the review and approval or ratification of a related person transaction,
management must:
•disclose to the committee or disinterested directors, as applicable, the material terms of the
related person transaction, including the approximate dollar value of the amount involved in
the transaction, and all the material facts as to the related person’s direct or indirect interest
in, or relationship to, the related person transaction;
•advise the committee or disinterested directors, as applicable, as to whether the related
person transaction complies with the terms of our agreements governing our material
outstanding indebtedness that limit or restrict our ability to enter into a related person
transaction;
•advise the committee or disinterested directors, as applicable, as to whether the related
person transaction will be required to be disclosed in our SEC filings. To the extent required
to be disclosed, management must ensure that the related person transaction is disclosed in
accordance with SEC rules; and
•advise the committee or disinterested directors, as applicable, as to whether the related
person transaction constitutes a “personal loan” for purposes of Section 402 of the Sarbanes-
Oxley Act of 2002.
In addition, the related person transaction policy provides that the Compensation Committee, in
connection with any approval or ratification of a related person transaction involving a non-employee
director or director nominee, should consider whether such transaction would compromise the
director or director nominee’s status as an “independent,” “outside,” or “non-employee” director, as
applicable, under the rules and regulations of the SEC, NASDAQ and the Internal Revenue Code.
Except as described below, since the beginning of fiscal 2014, there were no related party
transactions that are required to be disclosed pursuant to the SEC rules and regulations.
What is the relationship between Sirius XM and Liberty Media Corporation?
In February and March 2009, we entered into several transactions to borrow up to $530 million
from Liberty Media Corporation and its affiliates. All of these loans were repaid in cash in 2009.
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