6. DIRECTOR QUALIFICATIONS AND NOMINATIONS: Freddie Mac's Board seeks candidates for election to the Board who have achieved a high level of stature, success and respect in their principal occupations. Directors must exemplify high standards of integrity and be committed both to Freddie Mac's public mission and to the interests of its stockholders. Freddie Mac seeks to have a diversity of talent on the Board. Candidates will be selected for their character, judgment, experience and expertise. Candidates should have no actual or apparent conflicts of interest or other circumstances that make it inappropriate for them to serve on the Board.
Membership on Other Boards of Directors. Directors must have the ability and time to commit to Board service. For this reason, the Board has established the following recommendations and ceilings for membership by Outside Directors on the boards of directors of other publicly-traded companies, which vary with the nature of a Director's employment. (The recommended limits and ceilings on the number of board memberships are in addition to a Director's memberships on Freddie Mac's Board and, for a CEO or other fully employed Director, the board of directors of the Director's employer.):
| Employment Status | Recommendation | Ceiling | |
|---|---|---|---|
| CEO of a public company or other comparable position | None | No more than one | |
| Other full-time employment | No more than two | No more than three | |
| Other Directors | No more than four | No more than five |
Members of Freddie Mac's Audit Committee may not serve on more than two other public company audit committees.
The Board may permit a Director to serve on other boards of directors and/or audit committees in excess of the above ceilings if the Board determines, in light of the nature of such commitments, that such service will not impair the Director's ability to serve effectively as a member of Freddie Mac's Board and the Committees on which the Director sits. Any such determination shall be published in Freddie Mac's annual proxy statement.
Termination of Freddie Mac Employment. A Freddie Mac employee whose employment terminates while he or she is a member of the Board of Directors shall be deemed to have tendered his or her resignation as a Director, effective as of the date of termination of his or her employment. The Board shall determine whether the resignation should be accepted in light of applicable circumstances.
Candidates for Nomination. The Board recognizes the benefits to be gained from both long-term service and the periodic addition of new members to the Board. As part of the annual nomination process, the Governance, Nominating and Risk Oversight Committee considers candidates for nomination that may come to its attention through several different means, including recommendations from Board members, senior management and professional search firms, stockholder nominations, and other sources. The Committee considers the needs of the Company and the talents and skills then available on the Board and makes appropriate recommendations. The Committee considers the independence of the stockholder-elected Directors, their willingness to continue to serve on the Board and devote the necessary time, the contributions that they have made to Board and Committee discussions and decision making, their continued involvement in business and professional activities relevant to the Company, the skills and experience that should be represented on the Board, the availability of other individuals with desirable skills to join the Board and the desire to maintain a diverse Board. The Committee then recommends, and the Board determines, whether to nominate such Directors for election for another term.
Term Limit. An Outside Director elected by the stockholders shall not be nominated for election or re-election to the Board if the Director will have served on the Board for ten or more years at the time of such election, unless the Board determines, on the recommendation of the Governance, Nominating and Risk Oversight Committee, that the interests of Freddie Mac and its stockholders strongly support continued service by that Director for another term, and any necessary regulatory approval has been obtained. Any such determination shall be disclosed in Freddie Mac's annual proxy statement. A Director shall not be renominated for more than one additional term on the basis of such a determination.
Pursuant to a determination made by the Board in order to ensure an orderly transition when the term limit was first adopted and approved by OFHEO, two current Directors have served on the Board for more than ten years. One of those Directors was not nominated for re-election at the annual stockholders' meeting in 2006 and the other will not be nominated for re-election at the meeting in 2007.
Age Limit. A Director elected by the stockholders shall not be nominated or renominated for election to the Board if the Director will have reached age 72 at the time of such election, unless the Board determines, on the recommendation of the Governance, Nominating and Risk Oversight Committee, that the interests of Freddie Mac and its stockholders strongly support continued service by that Director for another term, and any necessary regulatory approval has been obtained. Any such determination shall be disclosed in Freddie Mac's annual proxy statement. A Director shall not be renominated for more than one additional term on the basis of such a determination.
Change in Director Status. A change in a Director's status (such as a change in principal occupation) triggers a review by the Governance, Nominating and Risk Oversight Committee concerning the Director's continued membership on the Board. A Director shall inform the Board promptly of any such change in status or of any other change in circumstances that might cause the Board to conclude that the Director is no longer qualified to serve on the Board or that such service no longer is appropriate.
7. SELECTION OF CHAIRPERSON AND LEAD DIRECTOR: The Board elects one of its Directors as its Chairperson each year at its first meeting after the annual stockholders' meeting. If at any time the Chairperson is not an independent Outside Director, the Board also shall elect an independent Outside Director as Lead Director. If the Chairperson is an independent Outside Director, the Chairperson shall serve as Lead Director unless the Board elects another independent Outside Director to that position.
8. EXECUTIVE SESSIONS OF OUTSIDE DIRECTORS: The Outside Directors meet in regularly scheduled executive sessions at meetings of the Board, and at such additional times as the Chairperson (if an independent Outside Director), the Lead Director or a majority of the Outside Directors may determine. If any of the Outside Directors are not independent, then the independent Outside Directors also shall meet separately at least once each year. The Chairperson (if an independent Outside Director) or the Lead Director sets the agenda for meetings of the Outside Directors and, if applicable, the independent Outside Directors, based on input from the other Directors eligible to attend such meetings, and presides over the meetings.
9. COMMUNICATIONS: Any investor, employee or other interested party may contact the Board at an address published on Freddie Mac's Internet website (www.freddiemac.com) and in its annual proxy statement. Comments or complaints relating to accounting, internal accounting controls or auditing matters will be forwarded to the Chair of the Audit Committee, for treatment pursuant to the Audit Committee's complaint procedures, and to the Lead Director. All other comments will be forwarded to the Lead Director. Comments that indicate that they are to be submitted to the Lead Director or the Chair of the Audit Committee anonymously or confidentially will be treated accordingly. Comments will be acknowledged in writing by the Corporate Secretary upon receipt, unless they are anonymous.
The Lead Director or Chair of the Audit Committee, as applicable, will take whatever action he or she believes appropriate in response to such communications and may seek advice from the other Outside Directors, the Board, a Board Committee, independent advisors and/or management.
Employees may communicate with management, the Internal Audit Division or the Audit Committee of the Board to express concerns or complaints regarding accounting matters, internal accounting controls or auditing matters. Procedures for employees to submit such concerns and complaints, which may be submitted anonymously, are set forth in a Corporate Policy available to all employees.
Management generally speaks on behalf of Freddie Mac. Public communications by the Board, when appropriate, will generally be made by, or at the direction of, the Chairperson of the Board.