Fannie Mae 2004 Annual Report Download - page 220

John K. Wulff, 58, has been the non-executive Chairman of the Board of Hercules Incorporated, a manufacturer
and supplier of specialty chemical products, since December 2003. Mr. Wulff was first elected as a director of
Hercules in July 2003, and served as interim Chairman from October 2003 to December 2003. Mr. Wulff also
served as a member of the FASB from July 2001 until June 2003. From 1996 until 2001, Mr. Wulff was Chief
Financial Officer of Union Carbide Corporation, a chemicals and polymers company. In addition to serving as
a director of Hercules Incorporated, Mr. Wulff is a director of Sunoco, Inc., Celanese Corporation and
Moody’s Corporation. Mr. Wulff has been a Fannie Mae director since December 2004.
Corporate Governance
Under the Charter Act, our Board of Directors consists of 18 directors, 5 of whom are appointed by the
President of the United States. The terms of the most recent Presidential appointees to Fannie Mae’s Board
expired on May 25, 2004 and the President declined to reappoint or replace them. Pursuant to the Charter Act,
those five Board positions will remain open unless and until the President names new appointees.
Fannie Mae’s bylaws provide that each director holds office for the term to which he or she was elected or
appointed and until his or her successor is chosen and qualified or until he or she dies, resigns, retires or is
removed from office in accordance with the law, whichever occurs first. Under the Charter Act, each director
is elected or appointed for a term ending on the date of our next stockholders’ meeting.
Director Independence
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 listing standards of the New York Stock
Exchange, or NYSE, and the standards of independence adopted by the Board, as set forth in our Corporate
Governance Guidelines and outlined below. It is the policy of our Board of Directors that a substantial
majority of our seated directors will be independent in accordance with these standards.
Our Board of Directors has affirmatively determined that the following current Board members are indepen-
dent: Stephen Ashley, the non-executive Chairman, Dennis Beresford, Brenda Gaines, Thomas Gerrity, Karen
Horn, Bridget Macaskill, Joe Pickett, Leslie Rahl, Greg Smith, Patrick Swygert and John Wulff. Board
members Daniel Mudd, our President and Chief Executive Officer, and Kenneth Duberstein are not
independent.
Under the standards of independence adopted by our board, which meet and in some respects exceed the
definition of independence adopted by the NYSE, an “independent director” must be determined to have no
material relationship with us, either directly or through an organization that has a material relationship with
us. A relationship is “material” if, in the judgment of the Board, it would interfere with the director’s
independent judgment. In addition, under the NYSE’s listing requirements for audit committees, members of a
company’s audit committee must meet additional, heightened independence criteria, although our own
independence standards require all independent directors to meet these criteria.
To assist it in determining whether a director is independent, our Board has adopted the standards set forth
below:
• A director will not be considered independent if, within the preceding five years:
• the director was our employee; or
• an immediate family member of the director was employed by us as an executive officer.
• A director will not be considered independent if:
• the director is a current partner or employee of our outside auditor, or within the preceding five years,
was (but is no longer) a partner or employee of our outside auditor and personally worked on our audit
within that time; or
• an immediate family member of the director is a current partner of our outside auditor, or is a current
employee of our outside auditor participating in the firm’s audit, assurance or tax compliance (but not
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