Freddie Mac 2011 Annual Report Download - page 333

member of the board of directors of Farmer Mac, a government sponsored enterprise that has established a secondary
market for agricultural loans.
Robert D. Mailloux was appointed Senior Vice President — Corporate Controller & Principal Accounting Officer in
April 2010. Prior to holding his current position, Mr. Mailloux served as our Vice President — Acting Corporate
Controller beginning in October 2008. Prior to that appointment, he served as Vice President — Multifamily & Corporate
Segment Controller, from May 2008 until October 2008, and as Vice President — Corporate Financial Accounting from
September 2004 until May 2008. Before that, Mr. Mailloux held the position of Director — Corporate Reporting and
Analysis from March 2002 until September 2004. Before joining us, Mr. Mailloux served for 12 years at a leading
accounting firm, where he managed a variety of large audit and consulting engagements in the financial services and real
estate industries.
Alicia S. Myara was appointed Vice President — Interim General Counsel & Corporate Secretary in November 2011.
In this role, Ms. Myara is responsible for managing the corporate governance, litigation, real estate, securities and other
legal aspects of the company’s business operations. She joined Freddie Mac in January 2008 as Vice President/Deputy
General Counsel — Corporate Governance. She also serves as General Counsel and Secretary of the Freddie Mac
Foundation. Prior to joining Freddie Mac, she spent ten years with Amtrak, a government-owned corporation providing
intercity passenger rail service in the United States, serving as its General Counsel and Corporate Secretary from 2002
until 2006.
Carol A. Wambeke was appointed Senior Vice President — Chief Compliance Officer in June 2011. In this position,
she manages Freddie Mac’s compliance with legal and regulatory requirements and related controls that govern the
company’s business activities. Prior to this, Ms. Wambeke served as Vice President of Compliance & Regulatory Affairs
from June 2008 until June 2011. In this role, she was responsible for coordinating regulatory-related activities across the
company and advising management on regulatory concerns and initiatives. Prior to transferring to the Compliance
Division, she was Vice President — Regulatory Reporting & Analysis from February 2005 to June 2008 and Vice
President — Regulatory Capital Operations from March 2004 to February 2005. She joined Freddie Mac in 1997 as a
senior economist and served in various positions prior to 2004 with responsibility for financial and housing economics and
regulatory capital management.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the directors and executive officers of a reporting company and persons
who own more than 10% of a registered class of such company’s equity securities to file reports of ownership and
changes in ownership with the SEC. Based solely on a review of such reports, we believe that during 2011 all of our
directors and executive officers complied with such reporting obligations.
Codes of Conduct
We have separate codes of conduct applicable to all employees and to Board members that outline the principles,
policies, and laws governing their activities. Upon joining us or our Board, all employees and directors, respectively, are
required to sign acknowledgements that they have read the applicable code and agree to abide by it. In addition, all
employees and directors must respond to an annual questionnaire concerning code compliance. The employee code also
serves as the code of ethics for senior executives and financial officers required by the Sarbanes-Oxley Act and SEC
regulations. Copies of our employee and director codes of conduct are available, and any amendments or waivers that
would be required to be disclosed are posted, on our website at www.freddiemac.com.
Audit Committee Financial Expert
We have a standing Audit Committee that satisfies the “audit committee” definition under Section 3(a)(58)(A) of the
Exchange Act and the requirements of Rule 10A-3 under the Exchange Act. Although our stock was delisted from the
NYSE in July 2010, certain of the corporate governance requirements of the NYSE Listed Company Manual, including
those relating to audit committees, continue to apply to us because they are incorporated by reference in the FHFA
corporate governance regulations. Our Audit Committee satisfies the “audit committee” requirements set forth in
Sections 303A.06 and 303A.07 of the NYSE Listed Company Manual. The current members of the Audit Committee are
Carolyn H. Byrd, Christopher S. Lynch, Clayton S. Rose and Anthony A. Williams, all of whom the Board determined in
February 2012 are independent within the meaning of Rule 10A-3 under the Exchange Act and Section 303A.02 of the
NYSE Listed Company Manual.
328 Freddie Mac