Freddie Mac 2012 Annual Report Download - page 328

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Background
On September 6, 2008, the Director of FHFA appointed FHFA as our Conservator. Upon its appointment as
Conservator, FHFA immediately succeeded to, among other things, the right of holders of our common stock to vote with
respect to the election of directors. As a result, stockholders no longer have the ability to recommend director nominees or
vote for the election of our directors. Accordingly, we will not solicit proxies, distribute a proxy statement to stockholders, or
hold an annual meeting of stockholders in 2013. Instead, the Conservator has elected directors by a written consent in lieu of
an annual meeting, as it has done in previous years.
Directors
On November 24, 2008, the Conservator reconstituted our Board of Directors and delegated certain powers to the Board
while reserving certain powers of approval to itself. See “Authority of the Board and Board Committees.” The Conservator
determined that the Board is to have a non-executive Chairman, and is to consist of a minimum of nine and not more than
13 directors, with the Chief Executive Officer being the only corporate officer serving as a member of the Board.
On February 26, 2013 the Conservator executed a written consent, effective as of that date, re-electing each of the then-
current directors as a member of our Board of Directors. The terms of those directors will end: (a) on the date of the next
annual meeting of our stockholders; or (b) when the Conservator next elects directors by written consent, whichever occurs
first. Currently, we have eight directors. The Board is conducting a search for individuals qualified to fill the remaining seats
on the Board that are currently vacant.
Our Board seeks candidates for director who have achieved a high level of stature, success, and respect in their principal
occupations. Each of our current directors was selected as a candidate because of his or her character, judgment, experience,
and expertise. The qualifications of candidates also were evaluated in light of the requirement in our charter, as amended by
the Reform Act, that our Board must at all times have at least one individual from the homebuilding, mortgage lending and
real estate industries, and at least one person from an organization representing consumer or community interests or one
person who has demonstrated a career commitment to the provision of housing for low-income households. Consistent with
the examination guidance for corporate governance issued by FHFA, the factors considered also include the knowledge
directors would have, as a group, in the areas of business, finance, accounting, risk management, public policy, mortgage
lending, real estate, low-income housing, homebuilding, regulation of financial institutions, and any other areas that may be
relevant to our safe and sound operation. Additionally, in accordance with the guidance issued by FHFA, we considered
whether a candidate’s other commitments, including the number of other board memberships held by the candidate, would
permit the candidate to devote sufficient time to the candidate’s duties and responsibilities as a director. See “CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE — Board Diversity” for
additional information concerning the Board’s consideration of diversity in identifying director nominees and candidates.
The following is a brief discussion of: the age and length of Board service of each director; each director’s experience,
qualifications, attributes, and/or skills that led to his or her selection as a director; and other biographical information about
our directors, as of February 26, 2013:
• Linda B. Bammann joined the Board in December 2008. She is 56 years old. She is an experienced finance executive
with in-depth knowledge of risk management gained from her previous employment and board memberships.
Ms. Bammann’s risk management experience enables her to contribute significantly to the Board’s oversight of our
enterprise risk management.
Ms. Bammann was Executive Vice President, Deputy Chief Risk Officer for JPMorgan Chase & Co. (JPMorgan
Chase) from July 2004 until her retirement in January 2005. Prior to that, Ms. Bammann held several positions with
Bank One Corporation beginning in 2000, including Executive Vice President and Chief Risk Management Officer
from 2001 until its acquisition by JPMorgan Chase in July 2004. Ms. Bammann also was a member of Bank One’s
executive planning group. From 1992 to 2000, Ms. Bammann was a Managing Director with UBS Warburg LLC and
predecessor firms. Ms. Bammann was a board member of the Risk Management Association, and chairperson of the
Loan Syndications and Trading Association. From August 2009 until May 2012, Ms. Bammann was a director of
Manulife Financial Corporation, and of The Manufacturers Life Insurance Company, a subsidiary of Manulife
Financial Corporation.
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