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This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. How does
the board determine which directors are considered
independent?
Our board reviews the independence of our directors annually.
The provisions of our Corporate Governance Guidelines
regarding director independence meet, and in some areas
exceed, the listing standards of the NASDAQ Global Select
Market. A copy of the Guidelines is available on our
website at www.siriusxm.com.
Pursuant to the Guidelines, the board undertook a review
of director independence in January 2009 and April 2009. As part
of this review, we reviewed written questionnaires submitted by
each director. The questionnaires disclose transactions and
relationships between each director or members of his immediate
family and SIRIUS XM, other directors, members of our senior
management and our affiliates.
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As a result of this review, the board determined that all of our
directors and nominees are independent of the company and its
management under the standards set forth in our
Guidelines, with the exception of Mel Karmazin and Gary
M. Parsons, each of whom is an employee, Chester A.
Huber, Jr. and John W. Mendel, who are employees of General
Motors and American Honda, respectively, and Gregory B. Maffei,
John C. Malone and David J.A. Flowers, each of whom is an
employee of Liberty Media Corporation. With respect to Joan L.
Amble, the board evaluated ordinary course transactions during
the last three fiscal years between us and the American Express
Company, for which she serves as an executive officer, and found
that the amount paid by us to American Express was less than 5%
of American Express’ consolidated gross revenues during its
last three fiscal years.
The board has also determined that all of the members of the
Audit Committee are financially literate and meet the
independence requirements mandated by the applicable NASDAQ
listing standards, Section 10A(m)(3) of the Securities
Exchange Act of 1934 and our Guidelines. The board has
determined that all of the members of the Compensation Committee
meet the independence requirements mandated by the applicable
NASDAQ listing standards, the rules of the SEC and the Internal
Revenue Service applicable to serving on the Compensation
Committee and our Guidelines. The board has determined
that all of the members of the Nominating and Corporate
Governance Committee meet the independence requirements mandated
by the NASDAQ listing standards applicable to serving on the
Nominating and Corporate Governance Committee and our
Guidelines.
This excerpt taken from the SIRI DEF 14A filed Nov 4, 2008. How does
the board determine which directors are considered
independent?
Our board reviews the independence of our directors annually.
The provisions of our Corporate Governance Guidelines
regarding director independence meet, and in some areas
exceed, the listing standards of the NASDAQ Global Select
Market. A copy of the Guidelines is available on our
website at www.sirius.com.
Pursuant to the Guidelines, the board undertook a review
of director independence in September 2008. As part of this
review, we reviewed written questionnaires submitted by each
director. The questionnaires disclose transactions and
relationships between each director or members of his immediate
family and SIRIUS XM, other directors, members of our senior
management and our affiliates.
As a result of this review, the board determined that all of our
directors and nominees are independent of the company and its
management under the standards set forth in our
Guidelines, with the exception of Mel Karmazin and
Gary M. Parsons, each of whom is an employee of SIRIUS XM, and
Chester A. Huber, Jr. and John W. Mendel, who are
employees of General Motors and American Honda, respectively.
With respect to Joan L. Amble, the board evaluated ordinary
course transactions during the last three fiscal years between
us and the American Express Company for which she serves as an
executive officer and found that the amount
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paid by us to American Express was less than 5% of American
Express’ consolidated gross revenues during its last three
fiscal years.
The board has also determined that all of the members of the
Audit Committee are financially literate and meet the
independence requirements mandated by the applicable NASDAQ
listing standards, Section 10A(m)(3) of the Securities and
Exchange Act of 1934 and our Guidelines. The board has
determined that all of the members of the Compensation Committee
meet the independence requirements mandated by the applicable
NASDAQ listing standards, the rules of the SEC and the Internal
Revenue Service applicable to serving on the Compensation
Committee and our Guidelines. The board has determined
that all of the members of the Nominating and Corporate
Governance Committee meet the independence requirements mandated
by the NASDAQ listing standards applicable to serving on the
Nominating and Corporate Governance Committee and our
Guidelines.
This excerpt taken from the SIRI DEF 14A filed Apr 23, 2007. How
does the board determine which directors are considered
independent?
Our board reviews the independence of our directors annually.
The provisions of our Corporate Governance Guidelines
regarding director independence meet, and in some areas
exceed, the listing standards of the NASDAQ Global Select
Market. A copy of the Guidelines is available on our
website at www.sirius.com.
Pursuant to the Guidelines, the board undertook its
annual review of director independence in April 2007. As part of
this review, we reviewed written questionnaires submitted by
each director. The questionnaires were designed to uncover
transactions and relationships between each director and members
of his immediate family and SIRIUS, other directors, members of
our senior management and our affiliates.
As a result of this review, the board determined that all of the
directors nominated for election at the annual meeting are
independent of the Company and its management under the
standards set forth in our Guidelines, with the exception
of Mel Karmazin and Joseph P. Clayton. Mr. Karmazin is
considered an inside director because of his employment as our
Chief Executive Officer. Mr. Clayton is considered an
inside director because of his prior employment as our Chief
Executive Officer.
The board has also determined that all of the members of the
Audit Committee are financially literate and meet the
independence requirements mandated by the applicable NASDAQ
listing standards, Section 10A(m)(3) of the Securities and
Exchange Act of 1934 and our Guidelines. The board of
directors has determined that all of the members of the
Compensation Committee meet the independence requirements
mandated by the applicable NASDAQ listing standards, the rules
of the SEC and the Internal Revenue Service applicable to
serving on the Compensation Committee and our Guidelines.
The board of directors has determined that all of the members of
the Nominating and Corporate Governance Committee meet the
independence requirements mandated by the NASDAQ listing
standards applicable to serving on the Nominating and Corporate
Governance Committee and our Guidelines.
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This excerpt taken from the SIRI DEF 14A filed Apr 21, 2006. How does the board determine which directors are considered independent? Our board reviews the independence of our directors annually. The provisions of our This excerpt taken from the SIRI DEF 14A filed Apr 20, 2005. How does the board determine which directors are considered independent? Our board reviews the independence of our directors annually based on answers the directors provide on a written questionnaire. The questionnaire is designed to uncover transactions and relationships between each director and members of his immediate family and SIRIUS, other directors, members of our senior management and our affiliates. Under the Marketplace Rules of the NASDAQ Stock Market and Securities Exchange Act Rule 10A-3(b)(1), our board has determined that only Messrs. Clayton and Karmazin do not qualify as independent directors. | EXCERPTS ON THIS PAGE:
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