Our Board of Directors has the following standing committees: Executive, Audit, Compensation, Nominating & Corporate Governance (N&CG), and Risk Policy & Capital (RP&C). Each committee, except for the Executive Committee, has a written charter setting forth the responsibilities, duties, and authorities of the committee. The responsibilities, duties, and authorities of the Executive Committee are set forth in the Bylaws (PDF).
The Audit Committee oversees (a) the accounting, reporting, and financial practices of the Corporation and its subsidiaries, including the integrity of the Corporation's financial statements and internal control over financial reporting; (b) the Corporation's compliance with legal and regulatory requirements; (c) the external auditor's qualifications and independence; (d) the performance of the Corporation's internal audit function and the Corporation's external auditor; and (e) the Corporation's key information technology and operations controls.
Audit Committee Charter (PDF)
In consultation and with the approval of the Conservator, where appropriate, the Compensation Committee discharges the responsibilities of, or makes recommendations to, the Board relating to the appointment and compensation of Fannie Mae's senior management; oversees and advises the Board on the adoption of policies that govern certain annual compensation and stock ownership plans consistent with the Board's Delegation of Authority to the CEO and reservation of powers and as provided by Fannie Mae's plans; approves the Company's Compensation Policy, which applies to all employees of the Company, from time to time (the "Compensation Policy"); reviews and discusses with management the compensation discussion and analysis (CD&A) for inclusion in Fannie Mae's annual report or proxy statement, as applicable; and produces the report of the committee to accompany the CD&A in such annual report or proxy statement.
The Nominating & Corporate Governance Committee identifies individuals qualified to become members of the Board, consistent with criteria approved by the Board; recommends directors to be elected by the Board to fill any vacancies; develops and recommends to the Board a set of corporate governance principles; and plays a leadership role in shaping Fannie Mae's corporate governance.
The Risk Policy & Capital Committee assists the Board in overseeing Fannie Mae's capital management and risk management, including overseeing the management of credit risk, market risk, liquidity risk, and operational risk.
The Strategic Initiatives and Technology Committee assists the Board in overseeing Fannie Mae's development, planning and implementation of key strategic change initiatives and technology strategy development, planning and execution.
Page last revised: 07/26/16