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Board Committees
The board of directors takes seriously its fiduciary oversight responsibilities and in support of them has established five standing committees charged with overseeing core business or corporate functions. Each committee is chaired by an outside director. The committees are: Audit, Compensation and Human Resources, Finance and Capital Deployment, Governance, Nominating and Risk Oversight, and Mission, Sourcing and Technology.
The members and chairperson of each committee (as of June 6, 2008) can be found in our board committee chart [PDF 52K]. Each committee typically meets no fewer than six times a year and more frequently as needed.
Audit Committee
The Audit Committee's primary responsibility is to assist the board of directors in discharging its oversight responsibilities with respect to financial matters and compliance with laws and regulations. The committee's primary responsibilities with respect to its oversight of financial matters are:
- To appoint, evaluate and, as the committee may deem it appropriate, terminate and replace our independent auditors;
- To monitor the independence of our independent auditors;
- To determine the compensation of our independent auditors;
- To review the independent auditors' report on its internal quality control procedures;
- To pre-approve any audit services, and any non-audit services permitted under applicable law, to be performed by our independent auditors;
- To review management's guidelines and policies governing the processes for assessing and managing Freddie Mac's risks;
- To oversee the integrity of our financial reporting processes and disclosure, including systems of control regarding finance, accounting, compliance with legal and regulatory requirements, information systems and programs for the detection of fraud;
- To hire, determine the compensation of, evaluate the performance of, and decide whether to retain the Senior Vice President-General Auditor;
- To assess the effectiveness of the internal auditors; and
- To conduct an annual evaluation of the committee's performance
Download the Audit Committee's Charter [PDF 17K].
Download the Audit Committee Complaint's Procedures [PDF 62K].
Compensation and Human Resources Committee
The Compensation and Human Resources Committee's primary functions are:
- In consultation with senior management, to approve Freddie Mac's executive compensation philosophy;
- To approve the compensation of Freddie Mac's executive officers, including approving the goals and objectives relevant to determining the compensation of the CEO, evaluating the CEO's performance in light of those goals and objectives and such other factors as the Committee deems relevant, and using that evaluation for purposes of determining the CEO's compensation;
- To approve cash incentive plans for non-executive officers;
- To review, approve, amend and/or terminate any stock-based compensation or benefit plan and any retirement plan, including Freddie Mac's pension plan and thrift plan;
- To review the management of our human resources;
- To recommend compensation plans, including stock-based compensation plans, for outside directors;
- To review plans, policies and procedures for management succession; and
- To conduct an annual evaluation of the committee's performance
Download the Compensation and Human Resources Committee's Charter [PDF 15K].
Finance and Capital Deployment Committee
The Finance and Capital Deployment Committee's primary functions are:
- To review our capital requirements, management and allocation;
- To recommend our dividend policy for approval by the board;
- To monitor our debt and mortgage-related securities activities;
- To monitor our investment, funding, liquidity and hedging strategies and activities;
- To monitor our asset/liability management techniques;
- To approve, and review compliance with, enterprise-wide risk metrics and limits, and to review the management of risks associated with investment, funding and mortgage-related securities activities and market risk associated with purchased mortgages; and
- To conduct an annual evaluation of the committee's performance
Download the Finance and Capital Deployment Committee's Charter [PDF 17K].
Governance, Nominating and Risk Oversight Committee
The Governance, Nominating and Risk Oversight Committee's primary functions are:
- To oversee corporate governance matters generally, including reviewing and recommending changes in our bylaws, our Corporate Governance Guidelines (“Guidelines”), and the independence standards and qualifications for board membership set forth in the Guidelines;
- To conduct an annual evaluation of the committee's performance and to oversee the annual evaluation of the performance of the board and each of its other committees;
- To identify individuals qualified to be members of the board and to recommend board nominees;
- To review and make recommendations concerning the independence of board members and to review the application to board members of membership qualifications under our Guidelines;
- To review and make recommendations concerning membership on board committees and on committee structure and responsibilities;
- To recommend outside director compensation;
- To approve, and review compliance with, policies relating to enterprise-wide risk management strategies and governance, to review management's strategies to manage enterprise-wide risk, to review major enterprise risk exposures, and to review the capabilities for and adequacy of resources allocated to enterprise risk management;
- To review management's proposed response to stockholder proposals submitted for inclusion in our Proxy Statement and make recommendations to the Board concerning responses to any such proposals submitted for inclusion in our Proxy Statement;
- To oversee management of legislative and related matters;
- To review the activities of our political action committee; and
- To oversee our compliance with the OFHEO Consent Order
Download the Governance, Nominating and Risk Oversight Committee's Charter [PDF 15K].
Mission, Sourcing and Technology Committee
The Mission, Sourcing and Technology Committee's primary functions are
- To review our mission-related activities;
- To review our mortgage purchase activities, including relationships with customers;
- To review significant mortgage purchase transactions;
- To review the management of risks associated with the mortgage purchase activities;
- To review the implementation of OFHEO's Mortgage Fraud Policy Guidance;
- To review enterprise-wide technology; and
- To conduct an annual evaluation of the Committee's performance
Download the Mission, Sourcing and Technology Committee Charter [PDF 18K].
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