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Lead Director

Policy on the Role of the Lead Director

The Lead Director is responsible for coordinating the activities of the Outside Directors and shall have the following responsibilities, in addition to any other responsibilities that may be assigned by the Outside Directors:

  1. Coordinate, with the Executive Chair, the scheduling of Board meetings and preparation of agendas and agenda material for Board meetings. Set agendas for and lead executive sessions of the Board's independent or non-management directors.


  2. Lead executive sessions of the Board's independent or non-management directors at least quarterly, provide appropriate feedback to and from the Executive Chair and CEO concerning matters discussed at such executive sessions, and lead Board meetings when the Executive Chairman is not available.


  3. Oversee the scope, quality, quantity and timeliness of the flow of information between Freddie Mac management and the Board and its committees that is necessary for the Board and its committees to effectively and responsibly perform their duties.


  4. Oversee the process of hiring and firing the CEO and participate, with the Compensation and Human Resources Committee, in evaluating and compensating the CEO.


  5. Approve the retention of consultants who report directly to the Board.


  6. Advise the independent Board committee chairs in fulfilling their designated roles and responsibilities to the Board.


  7. Interview (along with the Chair of the Governance, Nominating and Risk Oversight Committee (the “GNROC”), if the GNROC is chaired by another Director, and other GNROC members) all Board candidates, and make recommendations to the GNROC and the Board.


  8. Assist the Board and Freddie Mac officers in assuring compliance with and implementation of Freddie Mac's Corporate Governance Guidelines.


  9. Communicate with Board members between Board meetings, in order to seek their input and feedback, and act as principal liaison between the independent directors and the Executive Chairman and CEO on sensitive issues.


  10. Lead the GNROC and the Board in their performance evaluation of the Board and its committees, and, in conjunction with the annual nominations process, performance reviews of individual directors.


  11. Lead the development by the GNROC of recommendations to the Board concerning the membership of the various Board committees, the selection of the committee chairs, and revisions to the committee charters.


  12. As Chairman of GNROC, coordinate and lead the oversight of enterprise risk management by the Board and its committees.


  13. Be available for communication with shareowners.


  14. Meet periodically with officers and employees at various levels.


  15. Unless otherwise determined by the Board, serve as Chair of the GNROC.


Policy Effective Date: January 31, 2008


© 2008 Freddie Mac