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 Committees responsibilities include:
The role of our management is to provide reviews and recommendations for the Compensation Committees consideration and to administer our executive compensation programs and policies including:
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 Committees 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.