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SIRI » Topics » Roles and Responsibilities

This excerpt taken from the SIRI DEF 14A filed Apr 23, 2007.
Roles and Responsibilities
 
The primary purpose of the Compensation Committee, composed solely of independent directors, is to review our executive compensation policies and strategies and to oversee and evaluate our overall compensation structure and programs. The Compensation Committee’s responsibilities include:
 
  •     evaluating and approving goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, and evaluating the performance of our executives against those goals and objectives;
 
  •     determining and approving the compensation for our Chief Executive Officer;
 
  •     evaluating and approving compensation of other executive officers;
 
  •     evaluating and approving all grants of equity-based compensation to executive officers;


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  •     recommending to the board of directors the compensation policy for outside directors; and
 
  •     reviewing performance-based and equity-based incentive plans for our Chief Executive Officer and other executive officers and reviewing other benefit programs presented to the Compensation Committee by our Chief Executive Officer.
 
The role of our management is to provide reviews and recommendations for the Compensation Committee’s consideration and to administer our executive compensation programs and policies including:
 
  •     providing an ongoing review of the effectiveness of the compensation programs, including competitiveness;
 
  •     recommending changes, if necessary, to ensure achievement of program objectives; and
 
  •     recommending pay levels, payout and/or awards for executive officers, other than our Chief Executive Officer.
 
The Compensation Committee did not consult with an executive compensation expert during 2006 for executive compensation, and the Compensation Committee does not tie compensation decisions to any particular range or level of total compensation paid to executives at other companies. The Compensation Committee uses compensation consultants from time to time to assist in the development and evaluation of compensation policies and the Compensation Committee’s determinations of compensation awards. In 2006, a compensation consultant was used to asses and evaluate the compensation of our independent directors. The role of any compensation consultant is to provide independent, third-party advice and expertise in executive compensation issues as needed.
 

"Roles and Responsibilities" elsewhere:

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