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OFHEO Announces Final Enhanced Corporate Governance Regulation

April 5, 2005

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Complete Text of Regulation
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WASHINGTON, D.C. - The Office of Federal Housing Enterprise Oversight (OFHEO) has sent to the Federal Register a final corporate governance rule that amends and strengthens the existing regulation and reduces the potential for future corporate misconduct at Fannie Mae and Freddie Mac.

The amendments address the operations, code of conduct and compensation of the management and Boards of Directors of the Enterprises. The rule changes stem, in part, from OFHEO's special examinations of Fannie Mae and Freddie Mac. Upon publication in the Federal Register, the rule will become final.

"This regulation is part of our continuing effort to ensure that Fannie Mae and Freddie Mac are held to the highest standards of business conduct and corporate governance," said Armando Falcon, OFHEO Director.

The changes to the existing corporate governance rule include:

Board of Directors

  • Limits directors to 10 years of service and/or 72 years of age;
  • Requires board meetings at least eight times per year and at least once quarterly;
  • Requires management to provide the board with appropriate and adequate information;
  • Builds on list of required duties of the board, including the requirement for annual review by the Board of its legal and regulatory obligations.

Compensation

  • Requires reasonable and appropriate compensation for directors, officers and employees;
  • Requires that compensation programs consider risk management, compliance with the law and operational stability in addition to earnings;
  • Requires reimbursement by a senior officer if an accounting restatement is required under certain circumstances.

Codes of Conduct and Ethics

  • Requires GSEs to maintain code of conduct, and review it at a minimum, every three years.

Certification

  • Requires certification of financial disclosures by the CEO and CFO.

Risk Management/Compliance

  • Requires a risk management and compliance program that reports directly to the CEO and provides reports to the board of directors;
  • Requires GSEs to meet Sarbanes Oxley standards even if they deregister or have not registered with the Securities and Exchange Commission.



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