Freddie Mac 2010 Annual Report Download - page 297

• creation of any subsidiary or affiliate or any substantial transaction between us and any of our subsidiaries or
affiliates, except for transactions undertaken in the ordinary course (e.g., the creation of a trust, REMIC, REIT, or
similar vehicle);
• matters that relate to conservatorship, such as, but not limited to, the initiation of, and material actions in connection
with, significant litigation addressing the actions or authority of the Conservator, repudiation of contracts, qualified
financial contracts in dispute due to our conservatorship, and counterparties attempting to nullify or amend contracts
due to our conservatorship;
• actions involving hiring, compensation, and termination benefits of directors and officers at the executive vice
president level and above (including, regardless of title, executive positions with the functions of chief operating
officer, chief financial officer, general counsel, chief business officer, chief investment officer, treasurer, chief
compliance officer, chief risk officer, and chief/general/internal auditor);
• actions involving the retention and termination of external auditors and law firms serving as consultants to the Board;
• settlements in excess of $50 million of litigation, claims, regulatory proceedings, or tax-related matters;
• any merger with or purchase or acquisition of a business involving consideration in excess of $50 million; and
• any action that, in the reasonable business judgment of the Board at the time that the action is taken, is likely to cause
significant reputation risk.
The Board has five standing committees: Audit; Business and Risk; Compensation; Executive; and Nominating and
Governance. All standing committees other than the Executive Committee meet regularly. The membership of each
committee is shown in the table below.
Table 69 — Board of Directors Committee Membership
Director Audit
Business
and Risk Compensation Executive
Nominating and
Governance
L. Bammann ................................................ C FF
C. Byrd . . ................................................. FF
R. Glauber ................................................. FFC
C. Haldeman ............................................... F
L. Hirsch . ................................................. FF
J. Koskinen................................................. C
C. Lynch . ................................................. C FF
N. Retsinas ................................................. FF
C. Rose . . ................................................. FF
E. Shanks . ................................................. FCF
A. Williams ................................................ FF
F= Member of the Committee
C = Chairman of the Committee
The charters reflecting the duties of the committees have been adopted by the Board and approved by the Conservator. All of
the charters of the standing committees are available on our website at www.freddiemac.com/governance/
bd_committees.html.
Our Board has an independent Non-Executive Chairman, whose responsibilities include presiding over meetings of the
Board, regularly scheduled executive sessions of the non-employee directors, and executive sessions including only the
independent directors that occur at least once annually if any of the non-employee directors are not independent.
Mr. Koskinen was initially appointed to the position of Non-Executive Chairman by the Conservator in September 2008 and
served in that role for all of 2010.
Communications with Directors
Interested parties wishing to communicate any concerns or questions about Freddie Mac to the Non-Executive Chairman
of the Board or to our non-employee directors as a group may do so by U.S. mail, addressed to the Corporate Secretary,
Freddie Mac, Mail Stop 200, 8200 Jones Branch Drive, McLean, VA 22102-3110. Communications may be addressed to a
specific director or directors or to groups of directors, such as the independent or non-employee directors.
294 Freddie Mac