Freddie Mac 2015 Annual Report Download - page 338

Directors, Corporate Governance, and Executive Officers Directors
Freddie Mac 2015 Form 10-K 336
DIRECTOR CRITERIA, DIVERSITY, QUALIFICATIONS,
EXPERIENCE, AND TENURE
Our Board seeks candidates for director who have achieved a high level of stature, success, and respect
in their principal occupations.
Each of our current directors was selected as a candidate because of his or her character, judgment,
experience, and expertise. Consistent with our Charter and FHFA’s recent rule regarding the
Responsibilities of Boards of Directors, Corporate Practices and Corporate Governance Matters, which
became effective on December 21, 2015 (the “Corporate Governance Rule”), the factors considered
include the knowledge directors would have, as a group, in the areas of business, finance, accounting,
risk management, public policy, mortgage lending, real estate, low-income housing, homebuilding,
regulation of financial institutions, and any other areas that may be relevant to our safe and sound
operation. We also considered whether a candidate’s other commitments, including the number of other
board memberships held by the candidate, would permit the candidate to devote sufficient time to the
candidate’s duties and responsibilities as a director. Our Charter provides that our Board must at all times
have at least one person from the homebuilding, mortgage lending, and real estate industries, and at
least one person from an organization representing community or consumer interests or one person who
has demonstrated a career commitment to the provision of housing for low-income households.
In addition, the Board has adopted a policy (articulated in our Corporate Governance Guidelines, or our
“Guidelines”) with regard to the consideration of diversity in identifying director nominees and candidates.
As articulated in the Guidelines, the Board seeks to have a diversity of talent, perspectives, experience,
and cultures among its members, including minorities, women, and individuals with disabilities, and
considers such diversity in the candidate identification and nomination processes. The Guidelines also
state that the Board seeks to have a diversity of talent on the Board and that candidates are selected, in
part, for their experience and expertise. The Guidelines explain that when identifying director nominees,
the Nominating and Governance Committee considers, among other factors, our needs, the talents and
skills then available on the Board, and, with respect to incumbent directors, their continued involvement in
business and professional activities relevant to us, the skills and experience that should be represented
on the Board, the availability of other individuals with desirable skills to join the Board, and the desire to
maintain a diverse Board.
FHFA has promulgated a rule regarding minority and women inclusion. This rule implements section 1116
of the Reform Act and generally requires us to encourage the consideration of diversity and the inclusion
of women, minorities, and individuals with disabilities in all activities, including considering diversity in the
process of nominating directors.
DIRECTOR BIOGRAPHICAL INFORMATION
The following summarizes each director’s Board service, experience, qualifications, attributes, and/or
skills that led to his or her selection as a director, and provides other biographical information, as of
February 18, 2016: