The Federal Housing Finance Agency (FHFA) is issuing a final rule that sets forth requirements and processes with respect to compensation provided to executive officers by the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Federal Home Loan Banks, and the Federal Home Loan Bank System's Office of Finance, consistent with the safety and soundness responsibilities of FHFA under the Federal Housing Enterprises Financial Safety and Soundness Act of 1992, as amended by the Housing and Economic Recovery Act of 2008. This final rule affirms the establishment of 12 CFR part 1230 and removal of 12 CFR part 1770 by the interim final rule that is already in effect.
Responsibilities of Boards of Directors, Corporate Practices and Corporate Governance Matters
The Federal Housing Finance Agency (FHFA) is proposing to amend its regulations by relocating and consolidating certain Federal Housing Finance Board (Finance Board) and Office of Federal Housing Enterprise Oversight (OFHEO) regulations that pertain to the responsibilities of boards of directors, corporate practices, and corporate governance matters. The OFHEO regulations address corporate governance matters at the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation (Enterprises), while the Finance Board regulations address the powers and responsibilities of the boards of directors and management of the Federal Home Loan Banks (Banks). The proposed rule would consolidate most of those existing regulations into a new FHFA regulation, parts of which would apply to both the Banks and the Enterprises (together, regulated entities), and parts of which would apply only to the Banks or only to the Enterprises. Most of the content of the new regulation has been derived from the existing regulations, with such modifications as are necessary to apply certain provisions to all regulated entities. The proposal also would include a new provision on risk management and a new definition of ``credit risk,'' which is a term that is used only within the proposed risk management provision. Those provisions would apply to both the Banks and the Enterprises. FHFA also is proposing to amend a definition within its Prudential Management and Operations Standards (Prudential Standards) regulations and the introductory language to the standards themselves. Together, those amendments would explicitly include certain introductory languagepertaining to the general responsibilities of senior management and boards of directorsas part of the standards. The proposed rule also would repeal a separate provision of the OFHEO regulations that relate to minimum safety and soundness requirements.