Responsibilities of Boards of Directors, Corporate Practices and Corporate Governance Matters

The Federal Housing Finance Agency (FHFA) is amending its regulations by relocating and consolidating certain regulations of its predecessor agencies--the Federal Housing Finance Board (Finance Board) and Office of Federal Housing Enterprise Oversight (OFHEO)--that pertain to the responsibilities of boards of directors, corporate practices, and corporate governance matters. The OFHEO regulations addressed corporate governance matters at the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac) (collectively, the Enterprises), while the Finance Board regulations addressed the powers and responsibilities of the boards of directors and management of the Federal Home Loan Banks (Banks). The final rule consolidates most of those regulations into a new FHFA regulation, parts of which will apply to both the Banks and the Enterprises (together, regulated entities), and parts of which will apply only to the Banks or only to the Enterprises. Most of the content of the new regulations has been derived from the regulations of the predecessor agencies, with such modifications as are necessary to apply the regulations to all of the regulated entities, to respond to issues raised by the commenters, or to clarify the regulatory text. The final rule also amends the Prudential Management and Operations Standards (Prudential Standards) provisions by designating certain introductory language--which pertains to the general responsibilities of senior management and boards of directors--as a separate Prudential Standard. The final rule also repeals a provision of the OFHEO regulations that related to minimum safety and soundness requirements for the Enterprises.