Freddie Mac 2010 Annual Report Download - page 300

he was responsible for the coordination of all policy and management of several key internal functions. He served as chief of
staff to Sen. Nicholas Brady, R-N.J., in 1982 and to Rep. Millicent Fenwick, R-N.J., from 1975 to 1979.
Paul E. Mullings was appointed Senior Vice President — Single Family Sourcing in July 2005. Before joining us,
Mr. Mullings was Senior Vice President of JPMorgan Chase and Mortgage Finance Manager and Fair Lending Executive at
Chase Home Finance. Prior to joining Chase Home Finance in 1997, Mr. Mullings was President and Chief Executive
Officer of Mortgage Electronic Registration Systems, Inc. Mr. Mullings was also President and Chief Executive Officer of
the residential mortgage division of First Interstate Bank, Los Angeles. Prior to First Interstate, he held a series of senior
management positions with increasing responsibilities at Glendale Federal Bank, Glendale, California.
Joseph A. Rossi was appointed Senior Vice President — Operations & Technology in June 2010. Prior to that he served
as our Senior Vice President — Business Transformation Office, beginning in January 2010. Prior to that, he served as our
Senior Vice President — Operations beginning in February 2008 and as our Senior Vice President — Technology Services
beginning in April 2007. Mr. Rossi joined us in March 2005 as our Senior Vice President — Investment Capital Market
Operations. Before joining us, Mr. Rossi served in leadership positions at Mellon Bank, JP MorganChase and Citibank in
New York where he developed a significant portfolio of experience in all aspects of global securities clearance, custody, fund
administration, and accounting.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the directors and executive officers of a reporting company and persons who
own more than 10% of a registered class of such company’s equity securities to file reports of ownership and changes in
ownership with the SEC. Based solely on a review of such reports, we believe that during 2010 all of our directors and
executive officers complied with such reporting obligations, except that as a result of an administrative error, one Form 4
reporting the vesting of a Restricted Stock Unit grant for Anurag Saksena, a former executive officer, was filed one day late.
Codes of Conduct
We have separate codes of conduct applicable to all employees and to Board members that outline the principles,
policies, and laws governing their activities. Upon joining us or our Board, all employees and directors, respectively, are
required to sign acknowledgements that they have read the applicable code and agree to abide by it. In addition, all
employees and directors must respond to an annual questionnaire concerning code compliance. The employee code also
serves as the code of ethics for senior executives and financial officers required by the Sarbanes-Oxley Act and SEC
regulations. Copies of our employee and director codes of conduct are available, and any amendments or waivers that would
be required to be disclosed are posted, on our website at www.freddiemac.com.
Audit Committee Financial Expert
We have a standing Audit Committee that satisfies the “audit committee” definition under Section 3(a)(58)(A) of the
Exchange Act and the requirements of Rule 10A-3 under the Exchange Act. Although our stock was delisted from the NYSE
in July 2010, certain of the corporate governance requirements of the NYSE Listed Company Manual, including those
relating to audit committees, continue to apply to us because they are incorporated by reference in the FHFA corporate
governance regulations. Our Audit Committee satisfies the “audit committee” definition under Sections 303A.06 and
303A.07 of the NYSE Listed Company Manual. The current members of the Audit Committee are Carolyn H. Byrd,
Robert R. Glauber, Christopher S. Lynch and Anthony A. Williams, all of whom the Board determined in February 2011 are
independent within the meaning of Rule 10A-3 under the Exchange Act and Section 303A.02 of the NYSE Listed Company
Manual.
Mr. Lynch has been a member of the Audit Committee since December 2008 and currently is its chairman. The Board
determined in February 2011 that Mr. Lynch meets the definition of an “audit committee financial expert” under SEC
regulations.
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