Freddie Mac 2012 Annual Report Download - page 335

Dwight P. Robinson was appointed Senior Vice President — Human Resources, Diversity and Outreach in September
2012. Prior to holding his current position, Mr. Robinson served as Senior Vice President – Housing Outreach and Chief
Diversity Officer beginning in October 2011. Prior to that appointment, he served as Senior Vice President – Corporate
Relations & Housing Outreach beginning in February 2005. Prior to that appointment, Mr. Robinson served as Senior Vice
President — Corporate Relations beginning in September 1999. Mr. Robinson joined us in March 1998 as Vice President —
Industry Relations. Prior to joining Freddie Mac, from 1994 to 1998 Mr. Robinson served as the Deputy Secretary of HUD,
functioning as Chief Operating Officer. Before assuming the position at HUD, from 1993 to 1994 Mr. Robinson served as the
president of Ginnie Mae, where he was responsible for all major policy decisions affecting Ginnie Mae issuers and
purchasers worldwide.
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 2012 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 and Anthony A. Williams, all of whom the Board determined in January 2013 are independent within
the meaning of Rule 10A-3 under the Exchange Act and Section 303A.02 of the NYSE Listed Company Manual.
Ms. Byrd has been a member of the Audit Committee since December 2008 and is currently its chairman. The Board
determined in March 2012 and again in January 2013 that Ms. Byrd meets the definition of an “audit committee financial
expert” under SEC regulations.
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