IV. CONDUCT RELATING TO FREDDIE MAC AND ITS EMPLOYEES
A. Compliance with Legal Requirements
As a Director, you have certain legal responsibilities that you should comply with in performing your duties as a Director. These compliance obligations include prohibitions on monopoly, combination or conspiracy in restraint of trade, unfair methods of competition and deceptive acts and practices, as well as making all employment-related decisions free from discrimination based on any personal characteristic protected by applicable law or corporate policy. In addition, when conducting Freddie Mac business, you should exercise good judgment to avoid engaging in conduct that reasonably and in good faith may be perceived by others as harassment. Legal compliance obligations may extend to settings outside of the Freddie Mac workplace, such as business-related travel and meetings.
Through your interaction with other Directors and Freddie Mac employees, you should communicate Freddie Mac’s commitment to compliance with all applicable legal requirements and promote compliance with those requirements by all Freddie Mac employees.
B. Giving and Receiving Gifts, Donations and Contributions
You should not give gifts to or receive gifts from employees who are not members of the Board of Directors. A voluntary gift or donation of a reasonable value in honor of a one-time special occasion, such as retirement of a senior executive with whom you frequently interact, generally should not give rise to concerns about perceived obligations or otherwise result in a Conflict of Interest for the employee. You should not solicit donations or contributions from employees who are not members of the Board of Directors.
C. Loans
Freddie Mac is restricted by certain laws, regulations and Freddie Mac policies and processes from making, or arranging for, loans and other extensions of credit to members of the Board of Directors.
D. Freddie Mac Property and Information
1. Freddie Mac Property
You are responsible for safeguarding and maintaining any Freddie Mac property that is within your control. Freddie Mac’s property includes not only tangible items but also intellectual property (such as ideas, inventions, trade secrets, copyrighted material, patented materials and trademarked materials). In order for Freddie Mac to function and compete effectively, Freddie Mac’s intellectual property rights must be protected.
2. Confidential Information
Information you develop or to which you gain access in connection with fulfilling your Director responsibilities to Freddie Mac is an important Freddie Mac asset that must be used only for Freddie Mac business purposes. This information also must be protected from inappropriate disclosure to customers, competitors, financial analysts, the press and other third parties.
With the exception of information that is publicly available, information concerning Freddie Mac or its business (including, but not limited to, the information described in the next paragraph) should be considered confidential. Freddie Mac also possesses confidential information belonging to third parties, and you are responsible for the appropriate handling of that information if you come into its possession as well.
Confidential information includes, among other things, the following items that have not been made publicly available by Freddie Mac:
- Information concerning Freddie Mac’s business plans, strategies and practices
- Information about Freddie Mac’s transactions, products and services
- Financial information and analyses
- Information about competitors, financial institutions, business partners, customers (including customer lists), clients, vendors, borrowers, employees and Freddie Mac’s dealings with them
- Pricing, quoting and investment information, policies, procedures, practices and plans
- Performance measures for products or processes and the methods used to derive those measures
- Financial, predictive and other models and algorithms developed, used or under consideration by Freddie Mac, including, without limitation, their variables, weights and other attributes
When discussing Freddie Mac business with a Freddie Mac employee, you should be sensitive to the individual’s job duties, responsibilities and reporting relationships. In addition, you may not discuss confidential information with anyone outside of Freddie Mac unless you are authorized to do so. You may not discuss confidential information with any third party unless the individual in question has a Freddie Mac business-related need to know the information. You must exercise particular care to protect the confidentiality of information if its disclosure or premature disclosure could have a competitive, financial or other material impact on Freddie Mac.
You should discuss with Freddie Mac’s Legal Division any doubts or questions you may have about:
- Whether particular information should be considered confidential;
- The appropriate means to be used to protect the confidentiality of particular information;
- The appropriateness of any information gathering activities; or
- Whether you may use or disclose information, including information about a third party, that was brought to your attention in a manner that you consider suspicious or possibly unethical.
3. Responding to Requests for Information
Freddie Mac has individuals who are responsible for Freddie Mac’s public communications. If you receive a media or other outside inquiry regarding Freddie Mac, you should refer it to the appropriate Freddie Mac personnel and/or the CEO or Chief Financial Officer.
E. Fraud and Dishonesty
Freddie Mac has strict rules to guard against fraud or dishonesty and to address such problems when they occur. Bribes, kickbacks and other illegal or unethical payments will not be tolerated at Freddie Mac.
If, in connection with the conduct of any Freddie Mac business, you detect or suspect fraud, dishonesty, or the offer, solicitation, payment or receipt of bribes, kickbacks or other unusual payments by any employee of Freddie Mac, any provider of goods or services to Freddie Mac, or any Freddie Mac client or customer, you should report it immediately to either the Chairman of the Board, or if the Chairman of the Board is an Employee, to the Lead Director.
F. Record Keeping and Reports
Freddie Mac has established policies, procedures and processes to meet both legal and business reporting requirements. It is Freddie Mac’s policy that any report, document, or other information that you or Freddie Mac files or causes to be filed with, or submits or causes to be submitted to, a government agency or discloses to the public shall be fair, timely and understandable given the circumstances under which it is used, filed, submitted or disclosed.
Section VI (D) below sets forth required reporting of purchases and sales of company equity securities. In addition, in the event you are required in your capacity as a Director to certify company reports or records based on information provided by others, you must exercise at least that degree of care required by applicable law to be sure that those reports or records do not contain intentional misrepresentations or misleading information.