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SIRI » Topics » Functions of the Board of Directors

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

Functions of the Board of Directors

      The responsibility of the Board of Directors is to supervise and direct the management of the Company in the interest and for the benefit of the Company's stockholders. To that end, the Board of Directors shall, acting directly or through Committees, have the following duties:

      (1)   overseeing the conduct of the Company's business to evaluate whether the business is being properly managed;
      (2)   reviewing and, where appropriate, approving the Company's major financial objectives, plans and actions;
      (3)   reviewing and, where appropriate, approving major changes in, and determinations of other major issues respecting, the appropriate auditing and accounting principles and practices to be used in the preparation of the Company's financial statements;
      (4)   assessing major risk factors relating to the Company and its performance, and reviewing measures to address and mitigate such risks;
      (5)   regularly evaluating the performance and approving the compensation of the Chief Executive Officer and, with the advice of the Chief Executive Officer, regularly evaluating the performance of the Company's executive officers; and
      (6)   planning for succession with respect to the position of Chief Executive Officer and monitoring management's succession planning for other key executives.

      The Board of Directors has delegated to the Chief Executive Officer, working with the other executive officers of the Company, the authority and responsibility for managing the business of the Company in accordance with any specific plans, instructions or directions of the Board.

      The Chief Executive Officer shall seek the advice and, in appropriate situations, the approval of the Board with respect to extraordinary actions to be undertaken by the Company, including those that would make a significant change in the financial structure or control of the Company, the acquisition or disposition of any significant business or the entry of the Company into a major new line of business.

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