Fannie Mae 2010 Annual Report Download - page 204

Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
DIRECTORS
Our current directors are listed below. They have provided the following information about their principal
occupation, business experience and other matters. Upon FHFA’s appointment as our conservator on
September 6, 2008, FHFA succeeded to all rights, titles, powers and privileges of any director of Fannie Mae
with respect to Fannie Mae and its assets. More information about FHFA’s September 6, 2008 appointment as
our conservator and its subsequent reconstitution of our Board and direction regarding the Board’s function
and authorities can be found below in “Corporate Governance—Conservatorship and Delegation of Authority
to Board of Directors.”
As discussed in more detail below under “Corporate Governance—Composition of Board of Directors,” FHFA,
as conservator, appointed an initial group of directors to our Board following our entry into conservatorship,
delegated to the Board the authority to appoint directors to subsequent vacancies subject to conservator review,
and defined the term of service of directors during conservatorship. The Nominating and Corporate
Governance Committee evaluates the qualifications of individual directors on an annual basis. In its
assessment of current directors and evaluation of potential candidates for director, the Nominating and
Corporate Governance Committee considers, among other things, whether the Board as a whole possesses
meaningful experience, qualifications and skills in the following subject areas:
• business;
• finance;
• capital markets;
• accounting;
• risk management;
• public policy;
• mortgage lending, real estate, low-income housing and/or homebuilding; and
• the regulation of financial institutions.
See “Corporate Governance—Composition of Board of Directors” below for further information on the factors
the Nominating and Corporate Governance Committee considers in evaluating and selecting board members.
Dennis R. Beresford, 72, has served as Ernst & Young Executive Professor of Accounting at the J.M. Tull
School of Accounting, Terry College of Business, University of Georgia since 1997. From 1987 to 1997,
Mr. Beresford served as Chairman of the Financial Accounting Standards Board, or FASB, the designated
organization in the private sector for establishing standards of financial accounting and reporting in the
U.S. From 1961 to 1986, Mr. Beresford was with Ernst & Young LLP, including ten years as a Senior Partner
and National Director of Accounting. In addition, Mr. Beresford served on the SEC Advisory Committee on
Improvements to Financial Reporting. Mr. Beresford is currently a member of the Board of Directors and
Chairman of the Audit Committee of Kimberly-Clark Corporation and of Legg Mason, Inc. He also serves as
a member of the Risk Committee of Legg Mason, Inc. He previously was a member of the Board of Directors
of MCI, Inc. from July 2002 to January 2006, where he served as Chairman of the Audit Committee.
Mr. Beresford is a certified public accountant. Mr. Beresford initially became a Fannie Mae director in May
2006, before we were put into conservatorship, and FHFA appointed Mr. Beresford to Fannie Mae’s Board in
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