Fannie Mae 2010 Annual Report Download - page 247

• A director will not be considered independent if:
• the director is a current partner or employee of our external auditor, or within the preceding five years,
was (but is no longer) a partner or employee of our external auditor and personally worked on our audit
within that time; or
• an immediate family member of the director is a current partner of our external auditor, or is a current
employee of our external auditor and personally works on Fannie Mae’s audit, or, within the preceding
five years, was (but is no longer) a partner or employee of our external auditor and personally worked
on our audit within that time.
• A director will not be considered independent if, within the preceding five years:
• the director was employed by a company at a time when one of our current executive officers sat on
that company’s compensation committee; or
• an immediate family member of the director was employed as an officer by a company at a time when
one of our current executive officers sat on that company’s compensation committee.
• A director will not be considered independent if, within the preceding five years:
• the director received any compensation from us, directly or indirectly, other than fees for service as a
director; or
• an immediate family member of the director received any compensation from us, directly or indirectly,
other than compensation received for service as our employee (other than an executive officer).
• A director will not be considered independent if:
• the director is a current executive officer, employee, controlling stockholder or partner of a company or
other entity that does or did business with us and to which we made, or from which we received,
payments within the preceding five years that, in any single fiscal year, were in excess of $1 million or
2% of the entity’s consolidated gross annual revenues, whichever is greater; or
• an immediate family member of the director is a current executive officer of a company or other entity
that does or did business with us and to which we made, or from which we received, payments within
the preceding five years that, in any single fiscal year, were in excess of $1 million or 2% of the
entity’s consolidated gross annual revenues, whichever is greater.
• A director will not be considered independent if the director or the director’s spouse is an executive
officer, employee, director or trustee of a nonprofit organization to which we make or have made
contributions within the preceding three years (including contributions made by the Fannie Mae
Foundation prior to December 31, 2008) that in any year were in excess of 5% of the organization’s
consolidated gross annual revenues, or $120,000, whichever is less (amounts contributed under our
Matching Gifts Program are not included in the contributions calculated for purposes of this standard).
The Nominating and Corporate Governance Committee also will receive periodic reports regarding
charitable contributions to organizations otherwise associated with a director or any spouse of a director.
After considering all the facts and circumstances, our Board may determine in its judgment that a director is
independent (in other words, the director has no relationship with us that would interfere with the director’s
independent judgment), even though the director does not meet the standards listed above, so long as the
determination of independence is consistent with the NYSE definition of “independence.” Where the
guidelines above and the NYSE independence requirements do not address a particular relationship, the
determination of whether the relationship is material, and whether a director is independent, will be made by
our Board, based upon the recommendation of the Nominating and Corporate Governance Committee.
Our Board of Directors
Our Board of Directors, with the assistance of the Nominating and Corporate Governance Committee, has
reviewed the independence of all current Board members under the requirements set forth in FHFA’s corporate
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