SIRI » Topics » Business Relationships with Directors

This excerpt taken from the SIRI DEF 14A filed Apr 21, 2006.

Business Relationships with Directors

      For the purpose of minimizing the risk of actual or perceived conflicts of interest (but without affecting any determination of Director independence pursuant to the preceding provisions), any monetary arrangement between a Director (including any member of a Director's immediate family) and the Company or any of its affiliates or members of senior management or their affiliates for goods or services shall be subject to approval by the Board of Directors as a whole. Such approval shall not be required where:

      (a)   the Director's sole interest in the arrangement is by virtue of his or her status as a director, executive officer and/or holder of a less than 10% equity interest (other than a general partnership interest) in an entity with which the Company or any of its affiliates has concluded such an arrangement; and
      (b)   the arrangement involves payments to or from the entity that constitute less than 2% of the entity's annual gross revenues; and
      (c)   the Director is not personally involved in (i) the negotiation and execution of the arrangement, (ii) performance of the services or provision of the goods or (iii) the monetary arrangement.

B-3


Corporate Information
Management
Mel Karmazin
Chief Executive Officer
Scott A. Greenstein
President, Entertainment and Sports
James E. Meyer
President, Sales and Operations
Patrick L. Donnelly
Executive Vice President,
General Counsel and Secretary
David J. Frear
Executive Vice President
and Chief Financial Officer
   Board of Directors
Joseph P. Clayton
Chairman of the Board
Sirius Satellite Radio Inc.
Leon D. Black
Director
Founding Partner
Apollo Management, L.P.
Lawrence F. Gilberti
Director
Partner
Reed Smith LLP
James P. Holden
Director
President and CEO (Retired)
DaimlerChrysler Corporation
Mel Karmazin
Director
Chief Executive Officer
Sirius Satellite Radio Inc.
Warren N. Lieberfarb
Director
Chairman and Chief Executive Officer
Warren N. Lieberfarb & Associates LLC
Michael J. McGuiness
Director
Portfolio Manager
W.R. Huff Asset Management Co., L.L.C.
James F. Mooney
Director
Chairman
NTL Incorporated and RCN Corporation
   Executive Offices
Sirius Satellite Radio Inc.
1221 Avenue of the Americas
36th Floor
New York, New York 10020
212.584.5100
www.sirius.com
Stockholder Information
Annual Stockholders
Meeting
The annual meeting of Sirius
stockholders is scheduled for 9:00 a.m.,
New York City time, on Tuesday,
May 23, 2006, in The Auditorium
at The Equitable Center, 787 Seventh
Avenue, New York, New York 10019.
   Transfer Agent and Registrar
The transfer agent and registrar for the Company's common stock is:
The Bank of New York
Shareholder Relations Department
P.O. Box 11258
Church Street Station
New York, New York 10286
1-800-524-4458
Shareowners@bankofny.com
Send Certificates For Transfer and Address Changes To:
Receive and Deliver Department
P.O. Box 11002
Church Street Station
New York, New York 10286
www.stockbny.com
   Independent Registered
Public Accounting Firm
Ernst & Young LLP
5 Times Square
New York, New York 10036
Sirius common stock is listed on The NASDAQ National Market under the symbol “SIRI”.




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