Fannie Mae 2012 Annual Report Download - page 180

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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. Forrester, who is the Chair, 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. 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.
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.
Interested parties wishing to communicate with the Audit Committee regarding accounting, internal accounting controls or
auditing matters may do so by electronic mail addressed to “[email protected],” or by U.S. mail addressed to
Audit Committee, c/o Office of the Corporate Secretary, Fannie Mae, Mail Stop 1H-2S/05, 3900 Wisconsin Avenue NW,
Washington, DC 20016-2892.
The Office of the Corporate Secretary is responsible for processing all communications to a director or directors.
Communications that are deemed by the Office of the Corporate Secretary to be commercial solicitations, ordinary course
customer inquiries or complaints, incoherent or obscene are not forwarded to directors.
Director Nominations; Shareholder Proposals
During the conservatorship, FHFA, as conservator, has all powers of the shareholders and Board of Directors of Fannie Mae.
As a result, under the GSE Act, Fannie Mae’s common shareholders no longer have the ability to recommend director
nominees or elect the directors of Fannie Mae or bring business before any meeting of shareholders pursuant to the
procedures in our bylaws. We currently do not plan to hold an annual meeting of shareholders in 2013. For more information
on the conservatorship, refer to “Business—Conservatorship and Treasury Agreements—Conservatorship.”
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.
David C. Benson, 53, has been Executive Vice President—Capital Markets, Securitization & Corporate Strategy since
September 2012. Mr. Benson previously served as Fannie Mae’s Executive Vice President—Capital Markets from April 2009
to September 2012. He also served as Treasurer from June 2010 to January 2012. Mr. Benson previously served as Fannie
Mae’s Executive Vice President—Capital Markets and Treasury from August 2008 to April 2009, as Fannie Mae’s Senior
Vice President and Treasurer from March 2006 to August 2008, and as Fannie Mae’s Vice President and Assistant Treasurer
from June 2002 to February 2006. Prior to joining Fannie Mae in 2002, Mr. Benson was Managing Director in the fixed
income division of Merrill Lynch & Co. From 1988 through 2002, he served in several capacities at Merrill Lynch in the
areas of risk management, trading, debt syndication and e-commerce based in New York and London. Effective April 3,
2013, Mr. Benson will become Fannie Mae’s Executive Vice President and Chief Financial Officer.