Fannie Mae 2011 Annual Report Download - page 214

will seek out Board members who possess the highest personal values, judgment, and integrity, and who have an
understanding of the regulatory and policy environment in which Fannie Mae does business. The Committee also
considers whether a prospective candidate for the Board has the ability to attend meetings and fully participate in
the activities of the Board.
The Nominating and Corporate Governance Committee also considers diversity when evaluating the composition
of the Board. Our Corporate Governance Guidelines specify that the Nominating and Corporate Governance
Committee is committed to considering minorities, women and individuals with disabilities in the identification
and evaluation process of prospective candidates. The Guidelines also specify that the Committee will seek out
Board members who represent diversity in ideas, perspectives, gender, race, and disability. These provisions of
our Corporate Governance Guidelines implement FHFA regulations that require the company to implement and
maintain policies and procedures that, among other things, encourage the consideration of diversity in
nominating or soliciting nominees for positions on our Board.
The Nominating and Corporate Governance Committee evaluates the qualifications and performance of current
directors on an annual basis. Factors taken into consideration by the Committee in making this evaluation
include:
• a director’s contribution to the effective functioning of the corporation;
• any change in the director’s principal area of responsibility with his or her company or his or her retirement
from the company;
• whether the director continues to bring relevant experience to the Board;
• whether the director has the ability to attend meetings and fully participate in the activities of the Board;
• whether the director has developed any relationships with Fannie Mae or another organization, or other
circumstances have arisen, that might make it inappropriate for the director to continue serving on the
Board;
• the director’s age and length of service on the Board; and
• the director’s particular experience, qualifications, attributes and skills.
Information regarding the particular experience, qualifications, attributes and skills of each of our current
directors is provided above under “Directors.”
Board Leadership Structure
We have had a non-executive Chairman of the Board since 2004. FHFA examination guidance and our Corporate
Governance Guidelines require separate Chairman of the Board and Chief Executive Officer positions and
require that the Chairman of the Board be an independent director. Our Board is also structured so that all but one
of our directors, our Chief Executive Officer, are independent. A non-executive Chairman structure enables
non-management directors to raise issues and concerns for Board consideration without immediately involving
management and is consistent with the Board’s emphasis on independent oversight, as well as our conservator’s
directives.
Our Board has five standing committees: the Audit Committee, the Compensation Committee, the Executive
Committee, the Nominating and Corporate Governance Committee, and the Risk Policy and Capital Committee.
The Board and the standing Board committees function in accordance with their designated duties and with the
authorities as set forth in federal statutes, regulations and FHFA examination and policy guidance, Delaware law
(for corporate governance purposes) and in Fannie Mae’s bylaws and applicable charters of Fannie Mae’s Board
committees. Such duties or authorities may be modified by the conservator at any time. In January 2011, the
Board dissolved the Strategic Planning Committee and determined that its strategic planning oversight roles and
responsibilities would be discharged by the full Board of Directors.
- 209 -