Fannie Mae 2014 Annual Report Download - page 167

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Jonathan Plutzik, 60, has served as Chairman of Betsy Ross Investors, LLC since August 2005. He also has served as
President of the Jonathan Plutzik and Lesley Goldwasser Family Foundation Inc. since January 2003. Mr. Plutzik served as
Non-Executive Chairman of the Board of Directors at Firaxis Games from June 2002 to December 2005. Before that, he
served from 1978 to June 2002 in various positions with Credit Suisse First Boston, retiring in June 2002 from his role as
Vice Chairman. Mr. Plutzik has been a Fannie Mae director since November 2009. Mr. Plutzik is Chair of the Strategic
Initiatives Committee and is a member of the Compensation Committee, the Executive Committee and the Risk Policy &
Capital Committee.
The Nominating & Corporate Governance Committee concluded that Mr. Plutzik should continue to serve as a director due to
his extensive experience in business, finance, capital markets, risk management, mortgage lending and the regulation of
financial institutions, which he gained in the positions described above.
David H. Sidwell, 61, served as Executive Vice President and Chief Financial Officer of Morgan Stanley from March 2004 to
October 2007, when he retired. From 1984 to March 2004, Mr. Sidwell worked for JPMorgan Chase & Co. in a variety of
financial and operating positions, most recently as Chief Financial Officer of JPMorgan Chase’s investment bank from
January 2000 to March 2004. Prior to joining JP Morgan in 1984, Mr. Sidwell was with Price Waterhouse LLP, a major
public accounting firm, from 1975 to 1984. Mr. Sidwell is currently a member of the Board of Directors and Senior
Independent Director of UBS AG, where he serves as Chair of the Risk Committee and a member of the Governance &
Nominating Committee. He is also a member of the Board of Directors of Ace Limited, where he serves as a member of the
Audit Committee. He previously was a member of the Board of Directors of MSCI Inc. from November 2007 through
September 2008, where he served as Chair of the Audit Committee and a member of the Nominating and Corporate
Governance Committee. Mr. Sidwell served as a Trustee of the International Accounting Standards Committee Foundation
from January 2007 until his term ended in December 2012. Mr. Sidwell has been a Fannie Mae director since December
2008. Mr. Sidwell is Chair of the Risk Policy & Capital Committee and a member of the Compensation Committee and the
Executive Committee.
The Nominating & Corporate Governance Committee concluded that Mr. Sidwell should continue to serve as a director due
to his extensive experience in business, finance, capital markets, accounting, risk management and the regulation of financial
institutions, which he gained in the positions described above.
CORPORATE GOVERNANCE
Conservatorship and Delegation of Authority to Board of Directors
On September 6, 2008, the Director of FHFA appointed FHFA as our conservator in accordance with the GSE Act. Upon its
appointment, the conservator immediately succeeded to all rights, titles, powers and privileges of Fannie Mae, and of any
shareholder, officer or director of Fannie Mae with respect to Fannie Mae and its assets, and succeeded to the title to the
books, records and assets of any other legal custodian of Fannie Mae. As a result, our Board of Directors no longer had the
power or duty to manage, direct or oversee our business and affairs.
In November 2008, FHFA, as conservator, reconstituted our Board of Directors and directed us regarding the function and
authorities of the Board of Directors. FHFA delegated to our Board of Directors and management the authority to conduct our
day-to-day operations, subject to the direction of the conservator. FHFA’s delegation of authority to the Board became
effective in December 2008, when FHFA appointed nine Board members to serve in addition to the Board Chairman, who
was appointed by FHFA in September 2008. Pursuant to FHFA’s delegation of authority to the Board, the Board is
responsible for carrying out normal Board functions, but is required to ensure that management has obtained the review and
approval of FHFA as conservator before taking action in the areas described below. The delegation of authority will remain in
effect until modified or rescinded by the conservator. The conservatorship has no specified termination date. The directors
serve on behalf of the conservator and exercise their authority as directed by and with the approval, where required, of the
conservator. Our directors have no fiduciary duties to any person or entity except to the conservator. Accordingly, our
directors are not obligated to consider the interests of the company, the holders of our equity or debt securities or the holders
of Fannie Mae MBS unless specifically directed to do so by the conservator.
In connection with FHFA’s delegation of authority to the Board, in November 2008, FHFA instructed the Board to consult
with and obtain FHFA’s approval before taking action in certain specified areas. In November 2012, FHFA revised and
replaced these prior instructions to the Board. Pursuant to the 2012 instructions, FHFA increased the number of matters that
require conservator approval before we may take action. Since 2012, FHFA has slightly modified the 2012 instructions. As