XM Radio 2014 Annual Report Download - page 60

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may in its discretion select a different independent registered public accounting firm at any time
during the year if it determines that such a change would be in the best interests of the Company
and its stockholders. Representatives of KPMG are expected to be present at the annual meeting
to answer questions. They also will have the opportunity to make a statement if they desire to do
so.
The board of directors recommends a vote “FOR” the ratification of KPMG LLP as our
independent registered public accountants for 2015.
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, 2014 and 2013:
2014 2013
For the Years Ended
December 31,
Audit fees(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,914,308 $1,997,222
Audit-related fees(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89,000 377,000
Tax fees(3)............................................................. 1,435 —
All other fees(4) ........................................................ — 15,000
$2,004,743 $2,389,222
(1) Audit fees consists of fees for services 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 travel and other sundry
expenses.
(2) Audit-related fees related to audits of employee benefit plans, financial due diligence services,
and other attestation services required by contract.
(3) Tax services consist of services relating to state and local tax compliance services. None were
provided in 2013.
(4) All other services are fees for any products or service not included in the first three categories.
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;
•The Audit Committee reviews and pre-approves a detailed list of other audit and audit-related
services annually or more frequently, if required. Such services generally include services
performed under the audit and attestation standards established by regulatory authorities or
standard setting bodies and include services related to SEC filings, employee benefit plan
audits and subsidiary audits;
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