Fannie Mae 2010 Annual Report Download - page 240

(4)
Mr. Hisey’s shares include 7,311 shares of restricted stock.
(5)
Mr. Williams’ shares include 81,541 shares held jointly with his spouse, 700 shares held by his daughter, and
37,189 shares of restricted stock.
(6)
The amount of shares held by all directors and current executive officers as a group includes 70,073 shares of
restricted stock held by our directors and current executive officers and 748 shares of stock held by their family
members. The beneficially owned total includes 1,373 shares of deferred stock. The shares in this table do not include
21,184 shares of restricted stock units over which the holders will not obtain voting rights or investment power until
the restrictions lapse.
The following table shows the beneficial ownership of our common stock by each holder of more than 5% of
our common stock as of February 15, 2011.
5% Holders
Common Stock
Beneficially Owned Percent of Class
Department of the Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Variable
(1)
79.9%
1500 Pennsylvania Avenue, NW., Room 3000 Washington, DC 20220
(1)
In September 2008, we issued to Treasury a warrant to purchase, for one one-thousandth of a cent ($0.00001) per
share, shares of our common stock equal to 79.9% of the total number of shares of our common stock outstanding on
a fully diluted basis at the time the warrant is exercised. The warrant may be exercised in whole or in part at any time
until September 7, 2028. As of February 24, 2011, Treasury has not exercised the warrant. The information above
assumes Treasury beneficially owns no other shares of our common stock.
Item 13. Certain Relationships and Related Transactions, and Director Independence
POLICIES AND PROCEDURES RELATING TO TRANSACTIONS WITH RELATED PERSONS
We review relationships and transactions in which Fannie Mae is a participant and in which any of our
directors and executive officers or their immediate family members has an interest to determine whether any
of those persons has a material interest in the relationship or transaction. Our current written policies and
procedures for the review, approval or ratification of relationships or transactions with related persons are set
forth in our:
• Code of Conduct and Conflicts of Interest Policy for Members of the Board of Directors;
• Nominating and Corporate Governance Committee Charter;
• Board of Directors’ delegation of authorities and reservation of powers;
• Code of Conduct for employees;
• Conflict of Interest Policy and Conflict of Interest Procedure for employees; and
• Employment of Relatives Practice.
In addition, depending on the circumstances, relationships and transactions with related persons may require
approval of the conservator pursuant to the delegation of authority issued to us by the conservator on
November 24, 2008 or may require the approval of Treasury pursuant to the senior preferred stock purchase
agreement.
Our Code of Conduct and Conflicts of Interest Policy for Members of the Board of Directors prohibits our
directors from engaging in any conduct or activity that is inconsistent with our best interests, as defined by the
conservator’s express directions. The Code of Conduct and Conflicts of Interest Policy for Members of the
Board of Directors requires each of our directors to excuse himself or herself from voting on any issue before
the Board that could result in a conflict, self-dealing or other circumstance where the director’s position as a
director would be detrimental to us or result in a noncompetitive, favored or unfair advantage to either the
director or the director’s associates. In addition, our directors must disclose to the Chair of the Nominating
and Corporate Governance Committee, or another member of the committee, any situation that involves or
appears to involve a conflict of interest. This includes, for example, any financial interest of a director, an
immediate family member of a director or a business associate of a director in any transaction being
235