Freddie Mac 2015 Annual Report Download - page 351

Directors, Corporate Governance, and Executive Officers Corporate Governance
Freddie Mac 2015 Form 10-K 349
February 18, 2016 is set forth below, together with a description of the primary responsibilities of each
committee.
Audit Committee Chair: Members:
Carolyn H. Byrd Lance F. Drummond
Thomas M. Goldstein
Sara Mathew
Nicolas P. Retsinas
Eugene B. Shanks, Jr.
The Audit Committee provides oversight of the company’s accounting and financial reporting and
disclosure processes, the adequacy of the systems of disclosure and internal control established by
management, and the audit of the company’s financial statements. Among other things, the Audit
Committee: (1) appoints the independent auditor and evaluates its independence and performance; (2)
reviews the audit plans for and results of the independent audit and internal audits; and (3) reviews
reports related to processes established by management to provide compliance with legal and regulatory
requirements. The Audit Committee’s activities during 2015 with respect to the oversight of the
independent auditor are described in more detail in “Principal Accounting Fees and Services — Approval
of Independent Auditor Services and Fees.” The Audit Committee also periodically reviews the company’s
guidelines and policies governing the processes for assessing and managing the company’s risks and
generally reviews the company’s major financial risk exposures and the steps taken to monitor and
control such exposures. The Committee also approves all decisions regarding the appointment or
removal of the General Auditor and the CCO. The General Auditor and the CCO report independently to
the Committee, in addition to the CEO.
Our Audit Committee satisfies the definition of “audit committee” in Exchange Act Section 3(a)(58)(A) and
the requirements of Exchange Act Rule 10A-3. Although our stock has been delisted from the NYSE,
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
Corporate Governance Rule. Our Audit Committee satisfies the “audit committee” requirements in
Sections 303A.06 and 303A.07 of the NYSE Listed Company Manual. The Board has determined that all
members of our Audit Committee are independent and that Ms. Byrd, a member of the Audit Committee
since December 2008 and its current chair, meets the definition of an “audit committee financial expert”
under SEC regulations.
In 2015, the Audit Committee met separately 9 times and jointly with the Risk Committee 2 times.
Executive Committee Chair: Members:
Christopher S. Lynch Carolyn H. Byrd
Richard C. Hartnack
Steven W. Kohlhagen
Donald H. Layton
Nicolas P. Retsinas