Fannie Mae 2004 Annual Report Download - page 221

tax planning) practice, 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.
• A director will not be considered independent if, within the preceding five years:
• the director was employed by a company at a time when one of our current executive officers sat on
that company’s compensation committee; or
• an immediate family member of the director was employed as an officer by a company at a time when
one of our current executive officers sat on that company’s compensation committee.
• A director will not be considered independent if, within the preceding five years:
• the director received any compensation from us, directly or indirectly, other than fees for service as a
director; or
• an immediate family member of the director received any compensation from us, directly or indirectly,
other than compensation received for service as our employee (other than an executive officer).
• A director will not be considered independent if:
• the director is a current executive officer, employee, controlling stockholder or partner of a corporation
or other entity that does or did business with us and to which we made, or from which we received,
payments within the preceding five years that, in any single fiscal year, were in excess of $1 million or
2% of the entity’s consolidated gross annual revenues, whichever is greater; or
• an immediate family member of the director is a current executive officer of a corporation or other
entity that does or did business with us and to which we made, or from which we received, payments
within the preceding five years that, in any single fiscal year, were in excess of $1 million or 2% of the
entity’s consolidated gross annual revenues, whichever is greater.
• A director will not be considered independent if the director or the director’s spouse is an executive
officer, employee, director or trustee of a nonprofit organization to which we or the Fannie Mae
Foundation makes contributions in any year in excess of 5% of the organization’s consolidated gross
annual revenues, or $100,000, whichever is less (amounts that the Fannie Mae Foundation contributes
under our matching gifts program are not included in the contributions calculated for purposes of this
standard). The Nominating and Corporate Governance Committee also will administer standards concern-
ing any charitable contribution to organizations otherwise associated with a director or any spouse of a
director. We are guided by our interests and that of our stockholders in determining whether and the
extent to which we make charitable contributions.
After considering all the facts and circumstances, our Board may determine in its judgment that a director is
independent (in other words, the director has no relationship with us that would interfere with the director’s
independent judgment), even though the director does not meet the standards listed above, so long as the
determination of independence is consistent with the NYSE definition of “independence.”
Where the guidelines above do not address a particular relationship, the determination of whether the
relationship is material, and whether a director is independent, will be made by our Board, based upon the
recommendation of the Nominating and Corporate Governance Committee.
The Board has determined that all of our independent directors meet the director independence standards of
our Corporate Governance Guidelines and the NYSE.
Our Board has an Audit Committee consisting of Dennis Beresford, who is the Chair, Stephen Ashley, Karen
Horn, Greg Smith and John Wulff. The Board has determined that Messrs. Beresford and Wulff and Ms. Horn
have the requisite experience to qualify as “audit committee financial experts” under the rules and regulations
of the SEC and has designated them as such.
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