SIRI » Topics » Composition

This excerpt taken from the SIRI DEF 14A filed Apr 20, 2005.

Composition

      The Committee shall consist of at least three Directors, and the Committee's composition will meet the requirements for audit committees of the NASDAQ:

No member may have a relationship to the Company that may interfere with the exercise of his or her independence from management and the Company;
 
Each member shall be financially literate or will become financially literate within a reasonable period of time after his or her appointment to the Committee; and
 
At least one member shall have accounting or related financial management expertise.

      The determination of any member's qualification to serve on the Audit Committee, including assessments of financial literacy and of past accounting or financial management expertise, shall be made by the Board in keeping with the applicable requirements and definitions of the NASDAQ.

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