Fannie Mae 2011 Annual Report Download - page 215

The Board oversees risk management primarily through the Risk Policy and Capital Committee. This Committee
oversees management’s risk-related policies, including receiving, reviewing and discussing with management
presentations and analyses on corporate level risk policies and limits, performance against these policies and
limits, and the sufficiency of risk management capabilities. For more information on the Board’s role in risk
oversight, see “MD&A—Risk Management—Enterprise Risk Governance—Board of Directors.”
Corporate Governance Information, Committee Charters and Codes of Conduct
Our Corporate Governance Guidelines, as well as the charters for our Board’s Audit Committee, Compensation
Committee, Nominating and Corporate Governance Committee, and Risk Policy and Capital Committee, are
posted on our Web site, www.fanniemae.com, under “Governance” in the “About Us” section of our Web site.
Our Executive Committee does not have a written charter. The responsibilities, duties and authorities of the
Executive Committee are set forth in our bylaws, which are also posted on our Web site, www.fanniemae.com,
under “Governance” in the “About Us” section of our Web site.
We have a Code of Conduct that is applicable to all officers and employees and a Code of Conduct and Conflicts
of Interest 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. We have posted these codes on our Web site, www.fanniemae.com, under
“Governance” in the “About Us” section of our Web site. We intend to disclose any changes to or waivers from
these codes that apply to any of our executive officers or directors by posting this information on our Web site.
Although our equity securities are no longer listed on the New York Stock Exchange (“NYSE”), we are required
by FHFA’s corporate governance regulations and examination guidance for corporate governance, compensation
practices and accounting practices to follow specified NYSE corporate governance requirements relating to,
among other things, the independence of our Board members and the charters, independence, composition,
expertise, duties and other requirements of our Board Committees.
Audit Committee Membership
Our Board has a standing Audit Committee consisting of Mr. Beresford, who is the Chair, Mr. Forrester,
Ms. Gaines and Mr. Herz, all of whom are independent under the requirements of independence set forth in
FHFA’s corporate governance regulations (which requires the standard of independence adopted by the NYSE),
Fannie Mae’s Corporate Governance Guidelines and other SEC rules and regulations applicable to audit
committees. The Board has determined that Mr. Beresford, Mr. Forrester, Ms. Gaines and Mr. Herz each have
the requisite experience to qualify as an “audit committee financial expert” under the rules and regulations of the
SEC and has designated each of them as such. Mr. Beresford’s last day as a member of the Board is February 29,
2012. Following Mr. Beresford’s retirement, Mr. Forrester will serve as Chair of the Audit Committee.
Executive Sessions
Our non-management directors meet regularly in executive sessions without management present. Our Board of
Directors reserves time for executive sessions at every regularly scheduled Board meeting. The non-executive
Chairman of the Board, Mr. Laskawy, presides over these sessions.
Communications with Directors or the Audit Committee
Interested parties wishing to communicate any concerns or questions about Fannie Mae to the non-executive
Chairman of the Board or to our non-management directors individually or as a group may do so by electronic
mail addressed to “[email protected],” or by U.S. mail addressed to Board of Directors, c/o Office of the
Corporate Secretary, Fannie Mae, Mail Stop 1H-2S/05, 3900 Wisconsin Avenue NW, Washington, DC 20016-
2892. Communications may be addressed to a specific director or directors, including Mr. Laskawy, the
Chairman of the Board, or to groups of directors, such as the independent or non-management directors.
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