Freddie Mac 2015 Annual Report Download - page 347

Directors, Corporate Governance, and Executive Officers Corporate Governance
Freddie Mac 2015 Form 10-K 345
CORPORATE GOVERNANCE
OUR CORPORATE GOVERNANCE PRACTICES
The company is committed to best practices in corporate governance. The Board continuously reviews
our governance practices, assesses the regulatory and legislative environment, and adopts governance
practices that are in the best interests of the company.
Our Board has adopted the company's Corporate Governance Guidelines. Our Guidelines are available
on our website at www.freddiemac.com/governance/pdf/gov_guidelines.pdf. The Guidelines are reviewed
annually by our Board and were last updated in June 2015. These Guidelines establish corporate
governance practices, and include: qualifications for directors, a limitation on the number of boards on
which a director may serve, term limits, director orientation and continuing education, and a requirement
that the Board and each of its committees perform an annual self-evaluation.
We continuously review our practices to ensure effective collaboration of management and the Board. We
have instituted the following specific corporate governance practices:
Our Board has an independent Non-Executive Chairman, whose responsibilities include
presiding over meetings of the Board and executive sessions of the non-employee or
independent directors. Mr. Lynch has served as Non-Executive Chairman since December 2011.
Of the Board’s 13 directors, 12 are independent, including the Non-Executive Chairman.
Our directors are re-elected annually by FHFA.
Each of the Audit, Compensation, Nominating and Governance, and Risk Committees consists
entirely of independent directors.
Each of the committees operates pursuant to a written charter that has been approved by the
Board (these charters are available at www.freddiemac.com/governance/bd_committees.html).
Independent directors meet regularly without management.
The Board and each committee conduct an annual self-evaluation.
New directors receive a full orientation regarding the company and issues specific to the
committees to which they have been appointed.
All directors are provided with access to, and are encouraged to utilize, third party continuing
education.
Management provides the Board and committees with in-depth technical briefings on substantive
issues affecting the company.
The Board reviews management talent and succession at least annually.
DIRECTOR INDEPENDENCE AND RELEVANT
CONSIDERATIONS
Our non-employee Board members evaluated the independence, as defined in Sections 4 and 5 of our
Guidelines and in Section 303A.02 of the NYSE Listed Company Manual, of each of our current non-
employee Board members, all of whom also served on our Board for all or part of 2015. Our non-
employee Board members determined that all current members of our Board (other than Mr. Layton, our
CEO) are independent. Mr. Layton is not considered an independent director because he is our CEO.