Fannie Mae 2004 Annual Report Download - page 222

Corporate Governance Information, Committee Charters and Codes of Conduct
Our Corporate Governance Guidelines, as well as the charters for standing Board committees, including our
Board’s Audit Committee, Compensation Committee, Compliance Committee and Nominating and Corporate
Governance Committee, are posted on our Web site, www.fanniemae.com, under “Corporate Governance.”
We have a Code of Conduct that is applicable to all officers and employees and a Code of Conduct and
Conflict of Interests Policy for Members of the Board of Directors. Our Code of Conduct also serves as the
code of ethics for our Chief Executive Officer and senior financial officers required by the Sarbanes-Oxley
Act of 2002 and implementing regulations of the SEC. These codes have been posted on our Web site,
www.fanniemae.com, under “Corporate Governance.” We will make disclosures by posting on our Web site
any change to or waiver from these codes for any of our executive officers or directors.
Copies of these documents are also available in print to any stockholder who requests them.
Annual Certifications
The NYSE listing standards require each listed company’s chief executive officer to certify annually that he or
she is not aware of any violation by the company of the NYSE’s corporate governance listing standards,
qualifying the certification to the extent necessary. Our Chief Executive Officer certification for 2005
contained qualifications relating to our failure to provide disclosure about our corporate governance in a proxy
statement or annual report. We made these disclosures in a Form 8-K filed May 25, 2006, and with that filing
came into compliance with the NYSE corporate governance listing standards.
We have not yet filed annual consolidated financial statements for 2005, nor have we filed any related
certifications by our Chief Executive Officer or Chief Financial Officer required by the Sarbanes-Oxley Act of
2002. With the filing of this Annual Report on Form 10-K for the year ended 2004, we are filing our annual
consolidated financial statements for 2004 and related certifications by our Chief Executive Officer and Chief
Financial Officer required by the Sarbanes-Oxley Act of 2002.
Executive Sessions
Our non-management directors meet regularly in executive session without management present. Time for an
executive session is reserved at every regularly scheduled board meeting. The non-executive Chairman of the
Board, Mr. Ashley, typically presides over these sessions.
Communications with Directors
Interested parties wishing to communicate any concerns or questions about us to the non-executive Chairman
of the Board or to our non-management directors as a group may do so by electronic mail addressed to
“[email protected],” or by U.S. mail addressed to Fannie Mae Directors, c/o Office of the Secretary,
Fannie Mae, Mail Stop 1H-2S/05, 3900 Wisconsin Avenue NW, Washington, DC 20016-2892. Communica-
tions may be addressed to a specific director or directors, including Mr. Ashley, the Chairman of the Board, or
to groups of directors, such as the independent or non-management directors.
As approved by the Board, including the non-management directors, the Office of the Secretary is responsible
for processing all communications received through these procedures and for forwarding communications to
the appropriate director or directors. All communications addressed to Board members will be forwarded
directly to Board members.
Any stockholder who wishes to submit a candidate for director for consideration by the Nominating and
Corporate Governance Committee should submit a written notice to Fannie Mae Director Nominees, c/o Office
of the Secretary, Fannie Mae, Mail Stop 1H-2S/05, 3900 Wisconsin Avenue, NW, Washington, DC
20016-2892.
Executive Officers
Our current executive officers who are not also members of the Board of Directors are listed below. They have
provided the following information about their principal occupation, business experience and other matters.
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